Current Report Filing (8-k)
May 19 2017 - 5:10PM
Edgar (US Regulatory)
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 18, 2017
The Travelers Companies, Inc.
(Exact name of registrant as specified in its charter
)
Minnesota
(State or other jurisdiction of
incorporation)
|
|
001-10898
(Commission File Number)
|
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41-0518860
(IRS Employer
Identification No.)
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485 Lexington Avenue
New York, New York
(Address of principal executive offices)
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10017
(Zip Code)
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(917) 778-6000
(Registrants 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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
o
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.
o
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On May 18, 2017, the shareholders of The Travelers Companies, Inc. (the Company) approved an amendment to The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the 2014 Stock Incentive Plan) at the Companys annual meeting of shareholders. The amendment increases the number of shares authorized for issuance under the 2014 Stock Incentive Plan by 2,500,000. The material terms of the 2014 Stock Incentive Plan, as amended, are described in the Companys definitive proxy statement, dated March 31, 2017, under the heading Item 5 Amendment to The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan, which is incorporated herein by reference.
The 2014 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 18, 2017. For more information on the following proposals submitted to shareholders, see the Companys definitive proxy statement dated March 31, 2017. Below are the final voting results.
Item 1 Election of Directors
Name
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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Alan L. Beller
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211,456,568
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2,319,026
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362,638
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33,219,140
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John H. Dasburg
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204,756,210
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8,970,537
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411,485
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33,219,140
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Janet M. Dolan
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207,056,031
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6,749,563
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332,638
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33,219,140
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Kenneth M. Duberstein
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206,289,595
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7,501,349
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347,288
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33,219,140
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Patricia L. Higgins
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210,990,584
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2,809,583
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338,065
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33,219,140
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William J. Kane
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213,007,882
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764,443
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365,907
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33,219,140
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Cleve L. Killingsworth Jr.
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211,202,737
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2,592,377
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343,118
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33,219,140
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Philip T. Ruegger III
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212,868,927
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889,979
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379,326
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33,219,140
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Todd C. Schermerhorn
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212,732,377
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1,040,279
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365,576
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33,219,140
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Alan D. Schnitzer
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211,881,442
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1,936,653
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320,137
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33,219,140
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Donald J. Shepard
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210,907,660
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2,866,349
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364,223
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33,219,140
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Laurie J. Thomsen
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209,637,714
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4,175,572
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324,946
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33,219,140
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Item 2 Ratification of Independent Registered Public Accounting Firm
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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240,264,654
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6,650,039
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442,679
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0
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Item 3 Non-Binding Vote on the Frequency of Future Votes on Executive Compensation
One Year
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Two Years
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Three Years
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Votes Abstained
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Broker Non-Votes
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188,508,102
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976,811
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24,078,674
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574,645
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33,219,140
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Based on the results of the vote, and consistent with the Board of Directors recommendation, the Board of Directors of the Company has determined that future non-binding votes of shareholders to approve the compensation of the named executive officers will be submitted annually to the Companys shareholders until the next non-binding shareholder vote on the frequency of shareholder votes on executive compensation, or until the Board of Directors otherwise determines a different frequency for such non-binding votes.
1
Item 4 Non-Binding Vote to Approve Executive Compensation
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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198,916,013
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13,614,602
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1,607,617
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33,219,140
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Item 5 Amendment to The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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201,355,738
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11,535,714
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1,246,780
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33,219,140
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Item 6 Shareholder Proposal Relating to Lobbying
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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78,455,277
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131,544,974
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4,137,981
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33,219,140
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Item 7 Shareholder Proposal Relating to a Gender Pay Equity Report
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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38,301,812
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171,073,195
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4,763,225
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33,219,140
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Item 8 Shareholder Proposal Relating to a Diversity Report
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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72,663,845
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126,821,312
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14,653,075
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33,219,140
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Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
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Description
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10.1
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The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan
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2
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.
Date: May 19, 2017
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THE TRAVELERS COMPANIES, INC.
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By:
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/s/ Kenneth F. Spence III
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Name: Kenneth F. Spence III
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Title: Executive Vice President and General Counsel
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3
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan
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4
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