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8-K

Travelers Companies, Inc. (TRV)

8-K 2022-05-27 For: 2022-05-25
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Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K



CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2022

The Travelers Companies, Inc.

(Exact name of registrant as specified in its charter**)**

Minnesota<br><br> <br>(State or other jurisdiction of<br><br> <br>incorporation) 001-10898<br><br> <br>(Commission File Number) 41-0518860<br><br> <br>(IRS Employer<br><br> <br>Identification No.)

485 Lexington Avenue

New York**, New York**   10017

(Address of principal executive offices) (Zip code)

(917) 778-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

¨      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 Symbol(s) Name of each exchange on which registered
Common stock, without par value TRV 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 Travelers Companies, Inc. (the “Company”) held its annual meeting of shareholders on May 25, 2022. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated April 8, 2022. Below are the final voting results.


Item 1 — Election of Directors

Name Votes For Votes Against Votes Abstained Broker Non-Votes
Alan L. Beller 185,765,820 9,019,515 413,586 19,306,309
Janet M. Dolan 184,097,548 10,538,921 562,452 19,306,309
Patricia L. Higgins 185,903,634 8,906,436 388,851 19,306,309
William J. Kane 191,861,985 2,935,147 401,789 19,306,309
Thomas B. Leonardi 189,795,107 4,810,036 593,778 19,306,309
Clarence Otis Jr. 184,158,583 10,432,486 607,852 19,306,309
Elizabeth E. Robinson 188,409,758 6,223,518 565,645 19,306,309
Philip T. Ruegger III 187,294,381 6,978,981 925,559 19,306,309
Rafael Santana 193,598,932 1,198,095 401,894 19,306,309
Todd C. Schermerhorn 193,441,875 1,343,824 413,222 19,306,309
Alan D. Schnitzer 185,066,652 9,258,551 873,718 19,306,309
Laurie J. Thomsen 185,789,871 9,024,815 384,235 19,306,309
Bridget van Kralingen 194,089,368 712,167 397,386 19,306,309

Item 2 — Ratification of Independent Registered PublicAccounting Firm

Votes For Votes Against Votes Abstained Broker Non-Votes
206,108,546 8,037,081 359,603 0

Item 3 — Non-Binding Vote to Approve Executive Compensation

Votes For Votes Against Votes Abstained Broker Non-Votes
139,495,841 54,462,471 1,240,609 19,306,309

Item 4 — Shareholder Proposal Relating to Additional Disclosureof Lobbying

Votes For Votes Against Votes Abstained Broker Non-Votes
102,171,733 91,547,154 1,480,034 19,306,309

Item 5 — Shareholder Proposal Relating to the Issuanceof a Report on GHG Emissions

Votes For Votes Against Votes Abstained Broker Non-Votes
107,822,041 85,382,143 1,994,737 19,306,309

Item 6 — Shareholder Proposal Relating to Policies regardingFossil Fuel Supplies

Votes For Votes Against Votes Abstained Broker Non-Votes
25,512,481 167,325,148 2,361,292 19,306,309
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Item 7 — Shareholder Proposal Relating to Conducting aRacial Equity Audit

Votes For Votes Against Votes Abstained Broker Non-Votes
90,964,616 101,866,066 2,368,239 19,306,309

Item 8 — Shareholder Proposal Relating to the Issuanceof a Report on Insuring Law Enforcement

Votes For Votes Against Votes Abstained Broker Non-Votes
18,778,574 170,996,803 5,423,544 19,306,309
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 27, 2022 THE TRAVELERS COMPANIES, INC.
By: /s/ Christine K. Kalla
Name: Christine K. Kalla
Title: Executive Vice President and General Counsel
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