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 20, 2021

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)

41-0518860

(IRS Employer

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

(e) On May 20, 2021, 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 Company’s annual meeting of shareholders. The amendment increases the number of shares authorized for issuance under the 2014 Stock Incentive Plan by 2,400,000. The material terms of the 2014 Stock Incentive Plan, as amended, are described in the Company’s definitive proxy statement, dated April 2, 2021, under the heading “Item 4 — 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 20, 2021. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated April 2, 2021. Below are the final voting results.

Item 1 — Election of Directors

Name	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Alan L. Beller		194,319,273		9,402,814		405,435		21,043,471
Janet M. Dolan		194,902,921		8,854,674		369,927		21,043,471
Patricia L. Higgins		194,491,460		9,262,880		373,182		21,043,471
William J. Kane		199,886,922		3,826,417		414,183		21,043,471
Thomas B. Leonardi		203,049,734		665,008		412,780		21,043,471
Clarence Otis Jr.		197,052,152		6,674,296		401,074		21,043,471
Elizabeth E. Robinson		201,029,317		2,590,908		507,297		21,043,471
Philip T. Ruegger III		197,364,548		6,350,635		412,339		21,043,471
Todd C. Schermerhorn		201,891,384		1,839,040		397,098		21,043,471
Alan D. Schnitzer		193,193,531		9,472,345		1,461,646		21,043,471
Laurie J. Thomsen		194,206,361		9,543,690		377,471		21,043,471

Item 2 — Ratification of Independent Registered Public Accounting Firm

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	217,085,205				7,671,021				414,767				0

Item 3 — Non-Binding Vote to Approve Executive Compensation

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	192,700,339				10,643,512				783,671				21,043,471

Item 4 — Amendment to The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	196,265,608				7,197,909				664,005				21,043,471

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
10.1		The Travelers Companies, Inc. Amended and Restated 2014 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.)

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 25, 2021

THE TRAVELERS COMPANIES, INC.

	By:	/s/ Christine K. Kalla
		Name: Christine K. Kalla
		Title: Executive Vice President and General Counsel