The Travelers Companies Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
e) On May 21, 2025, the shareholders of The Travelers Companies, Inc. (the “Company”) approved an amendment to The Travelers Companies, Inc. 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”) at the Company’s annual meeting of shareholders. The amendment increases the number of shares authorized for issuance under the 2023 Stock Incentive Plan by 2,100,000 shares. The material terms of the 2023 Stock Incentive Plan, as amended, are described in the Company’s definitive Proxy Statement, dated April 4, 2025, under the heading “Item 4 — Amendment to The Travelers Companies, Inc. 2023 Stock Incentive Plan”, which is incorporated herein by reference.
The 2023 Stock Incentive Plan, as amended, is filed as Exhibit 10.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 21, 2025. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated April 4, 2025. Below are the final voting results.
Item 1 — Election of Directors
| Name | Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| Russell G. Golden | 179,012,942 | 1,110,035 | 286,022 | 20,346,144 |
| Thomas B. Leonardi | 172,036,335 | 8,055,081 | 317,583 | 20,346,144 |
| Clarence Otis Jr. | 173,529,082 | 6,456,372 | 423,545 | 20,346,144 |
| Elizabeth E. Robinson | 178,135,093 | 1,915,186 | 358,720 | 20,346,144 |
| Rafael Santana | 177,470,923 | 2,514,053 | 424,023 | 20,346,144 |
| Todd C. Schermerhorn | 178,827,042 | 1,297,077 | 284,880 | 20,346,144 |
| Alan D. Schnitzer | 170,170,953 | 9,953,404 | 284,642 | 20,346,144 |
| Laurie J. Thomsen | 171,948,420 | 8,198,335 | 262,244 | 20,346,144 |
| Bridget van Kralingen | 178,531,887 | 1,613,086 | 264,026 | 20,346,144 |
| David S. Williams | 179,076,977 | 1,045,016 | 287,006 | 20,346,144 |
Following the Company’s annual meeting of shareholders, the independent members of the Company’s Board of Directors (the “Board”) appointed Mr. Russell G. Golden to serve as Chair of the Audit Committee of the Board. Mr. Golden replaced Mr. Kane, who retired from the Board effective as of the Company’s annual meeting of shareholders.
Item 2 — Ratification of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 189,639,051 | 10,863,745 | 252,347 | 0 |
Item 3 — Non-Binding Vote to Approve Executive Compensation
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 169,683,984 | 9,900,033 | 824,982 | 20,346,144 |
Item 4 — Amendment to The Travelers Companies, Inc. 2023 Stock Incentive Plan
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 172,652,713 | 7,110,073 | 646,213 | 20,346,144 |
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Item 5 — Shareholder Proposal Relating to a Report on Climate-Related Pricing and Coverage Decisions
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 22,459,146 | 156,405,642 | 1,544,211 | 20,346,144 |
Item 6 — Shareholder Proposal Relating to Ratification of Golden Parachutes
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 75,356,398 | 104,262,135 | 790,466 | 20,346,144 |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | The Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan. | |
| 101.1 | Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL. | |
| 104.1 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101.1.) |
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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 23, 2025 | THE TRAVELERS COMPANIES, INC. | |
| By: | /s/ Christine K. Kalla | |
| Name: Christine K. Kalla | ||
| Title: Executive Vice President and General Counsel | ||
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