8-K
HANOVER INSURANCE GROUP, INC. (THG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2022
THE HANOVER INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13754 | 04-3263626 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br><br>Identification No.) |
| 440 Lincoln Street, Worcester, Massachusetts<br><br><br>(Address of principal executive offices) | 01653<br><br><br>(Zip Code) | |
| (508) 855-1000<br><br><br>Registrant’s telephone number, including area code: |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 par value | THG | New York Stock Exchange |
| 7 5/8% Senior Debentures due 2025 | THG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Hanover Insurance Group, Inc. (the “Company”) held its annual meeting of shareholders on May 10, 2022 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders elected each of Kevin J. Bradicich, Theodore H. Bunting, Jr., Joseph R. Ramrath and John C. Roche to serve as a director in the class of directors whose terms expire at the 2025 annual meeting of shareholders, and Martin P. Hughes to serve in the class of directors whose terms expire at the 2024 annual meeting of shareholders, and until their successors are duly elected and qualified. At the Annual Meeting, the Company’s shareholders also approved The Hanover Insurance Group 2022 Long-Term Incentive Plan, approved an advisory vote on executive compensation, and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent, registered public accounting firm for 2022.
The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
Item 1 – Election of Directors
| Name | Votes For | Votes Against | Votes Abstained | Broker <br>Non-Votes |
|---|---|---|---|---|
| Kevin J. Bradicich | 29,087,337 | 482,261 | 17,950 | 1,290,081 |
| Theodore H. Bunting, Jr. | 28,907,663 | 659,072 | 20,813 | 1,290,081 |
| Martin P. Hughes | 29,119,825 | 448,936 | 18,787 | 1,290,081 |
| Joseph R. Ramrath | 28,081,912 | 1,487,097 | 18,539 | 1,290,081 |
| John C. Roche | 29,288,036 | 281,669 | 17,843 | 1,290,081 |
Item 2 – Approval of The Hanover Insurance Group 2022 Long-Term Incentive Plan
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 26,220,903 | 3,342,546 | 24,099 | 1,290,081 |
Item 3 – Advisory Vote on Executive Compensation
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 28,896,608 | 642,665 | 48,275 | 1,290,081 |
Item 4 – Ratification of Independent, Registered Public Accounting Firm
| Votes For | Votes Against | Votes Abstained |
|---|---|---|
| 30,004,699 | 858,328 | 14,602 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Hanover Insurance Group, Inc.<br><br><br>(Registrant) | ||
|---|---|---|
| Date: May 11, 2022 | By: | /s/ Dennis F. Kerrigan |
| Dennis F. Kerrigan | ||
| Executive Vice President, General Counsel and Assistant Secretary |
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