8-K

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): March 26, 2020

THE HANOVER INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (508) 855-1000

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

After twenty years of service to The Hanover, and as previously disclosed, J. Kendall Huber, Executive Vice President and General Counsel will retire from the company effective April 1, 2020.  Dennis Kerrigan, Executive Vice President and Deputy General Counsel, will assume the role of General Counsel effective upon Mr. Huber’s retirement.  To ensure a smooth transition, Mr. Huber agreed, pursuant to a Transition Services Agreement dated March 26, 2020, to be available to the Company as an independent contractor, on a limited, part-time basis, in an advisory role as needed.  In this capacity, Mr. Huber will provide advice and assistance to the senior leadership team and will render such other services as may be requested from time to time by the Board of Directors, for a period of four months ending on July 31, 2020.  For his services, Mr. Huber will be paid $37,500 per month during the term of the agreement.

Item 9.01 Financial Statements and Exhibits.

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 thereunto duly authorized.

Date: March 27, 2020

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thg-ex101_7.htm

Exhibit 10.1

March 26, 2020

J. Kendall Huber

Executive Vice President, General Counsel

& Assistant Secretary

The Hanover Insurance Group, Inc.

440 Lincoln Street

Worcester, MA 01653

Dear Jay:

Let me first express, both personally and on behalf of the Board of Directors and the entire organization, our profound gratitude for all you have done for The Hanover.  While we look forward to the future under new leadership in the OGC, we will greatly miss your commitment, passion, sober and thoughtful counsel, professionalism, and strategic insight.  You were a constant and steadying force during our incredible transformation over the past twenty years.  Indeed, you helped to guide us through many challenges faced by our company, including the time period when we were without a CEO, through Hurricane Katrina, the financial crisis in 2008 and 2009, and of course the transformative purchase and sale of Chaucer.

We appreciate that you are willing to make your experience and expertise available as we transition to our new General Counsel.  Dennis is very pleased to know that he will be able to consult with you as he assumes his new responsibilities.

As previously agreed, you will continue in your current position as Executive Vice President, General Counsel & Assistant Secretary of The Hanover until Dennis assumes such responsibilities.  This is anticipated to occur on April 1, 2020, at which point your responsibilities in those roles will immediately cease and your employment with The Hanover shall terminate.  Accordingly, your last day of employment will be April 1, 2020.  However, as of such date and through July 31, 2020, you have agreed to remain available to the Company as an independent contractor, on a limited, part-time basis, in an advisory role as needed.  In this capacity, your responsibilities will include providing advice and assistance to the Partner Group, as well as rendering such other services as may be requested from time to time by the Board of Directors.

In consideration of your agreement to provide such services, you will be paid a consulting fee of $37,500 per calendar month, beginning April 1, 2020.

I am glad that we have agreed to a mutually beneficial transition plan.  We look forward to our continuing partnership and wish you a long and healthy retirement.

Sincerely,