THE TRAVELERS COMPANIES Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
e) On
The 2023 Stock Incentive Plan authorizes the Compensation Committee of the Board of Directors of the Company to grant to employees, non-employee directors, consultants and other service providers of the Company and its affiliates incentive-based compensation in the form of Company common stock.
The material terms of the 2023 Stock Incentive Plan are described in the Company's definitive Proxy Statement, datedApril 7, 2023 , under the heading " Item 5 -The Travelers Companies, Inc. 2023 Stock Incentive Plan ", which description is incorporated herein by reference. The descriptions of the 2023 Stock Incentive Plan contained herein and in the Company's definitive Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the 2023 Stock Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders onMay 24, 2023 . For more information on the following proposals submitted to shareholders, see the Company's definitive proxy statement, datedApril 7, 2023 . Below are the final voting results.
Item 1 - Election of Directors
Name Votes For Votes Against Votes Abstained Broker Non-Votes Alan L. Beller 177,604,743 8,607,302 363,358 18,924,822 Janet M. Dolan 175,658,560 10,576,162 340,681 18,924,822 Russell G. Golden 184,779,908 1,436,091 359,404 18,924,822 Patricia L. Higgins 177,878,682 8,354,959 341,762 18,924,822 William J. Kane 180,350,302 5,858,984 366,117 18,924,822 Thomas B. Leonardi 178,894,454 7,318,960 361,989 18,924,822 Clarence Otis Jr. 174,038,260 12,186,682 350,461 18,924,822 Elizabeth E. Robinson 178,868,645 7,363,618 343,140 18,924,822 Philip T. Ruegger III 177,479,733 8,729,661 366,009 18,924,822 Rafael Santana 179,747,423 6,467,827 360,153 18,924,822 Todd C. Schermerhorn 184,983,199 1,234,194 358,010 18,924,822 Alan D. Schnitzer 176,836,080 8,835,020 904,303 18,924,822 Laurie J. Thomsen 177,992,563 8,232,555 350,285 18,924,822 Bridget van Kralingen 184,949,733 1,266,821 358,849 18,924,822
Item 2 - Ratification of Independent Registered Public Accounting Firm
Votes For Votes Against Votes Abstained Broker Non-Votes
197,181,751 7,950,049 368,425 0
Item 3 - Non-Binding Vote on the Frequency of Future Votes to Approve Executive
Compensation
1 Year 2 Years 3 Years Votes Abstained Broker Non-Votes
181,450,994 287,783 4,359,206 477,420 18,924,822
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 Company's shareholders
until the next non-binding shareholder vote on the frequency of shareholder
votes to approve executive compensation, or until the Board of Directors
otherwise determines a different frequency for such non-binding votes.
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Item 4 - Non-Binding Vote to Approve Executive Compensation
Votes For Votes Against Votes Abstained Broker Non-Votes 159,725,449 26,087,701 762,253 18,924,822 Item 5 - Approval ofThe Travelers Companies, Inc. 2023 Stock Incentive Plan Votes For Votes Against Votes Abstained Broker Non-Votes 176,156,909 9,866,272 552,222 18,924,822 Item 6 - Shareholder Proposal Relating to the Issuance of a Report on GHG Emissions Votes For Votes Against Votes Abstained Broker Non-Votes 27,071,101 157,646,874 1,857,428 18,924,822 Item 7 - Shareholder Proposal Relating to Policies regardingFossil Fuel Supplies Votes For Votes Against Votes Abstained Broker Non-Votes 16,215,317 167,989,223 2,370,863 18,924,822
Item 8 - Shareholder Proposal Relating to Conducting a Racial Equity Audit
Votes For Votes Against Votes Abstained Broker Non-Votes
65,194,392 119,414,350 1,966,661 18,924,822
Item 9 - Shareholder Proposal Relating to the Issuance of a Report on Insuring
Law Enforcement
Votes For Votes Against Votes Abstained Broker Non-Votes
19,117,273 160,958,106 6,500,024 18,924,822
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1The Travelers Companies, Inc. 2023 Stock Incentive Plan was filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Registration No. 333-272161) datedMay 24, 2023 , and is incorporated herein by reference. Pursuant to Rule 406 of Regulation S-T, the cover page to this 101.1 Current Report on Form 8-K is formatted in Inline XBRL. Cover Page Interactive Data File (Embedded within the Inline XBRL 104.1 document and included in Exhibit 101.1.) 3
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