New $700M Hanover (NYSE: THG) buyback and 2026 shareholder vote results
Rhea-AI Filing Summary
The Hanover Insurance Group reported several governance and capital actions. The board appointed Patricia A. Norton-Gatto, Senior Vice President and Corporate Controller, as Principal Accounting Officer, replacing CFO Jeffrey M. Farber in that role. Shareholders re-elected eight directors, approved the advisory vote on executive compensation, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026, each with strong support.
The board also terminated the prior share repurchase program and authorized a new $700 million share repurchase program with no time limit, replacing a program that had about $63 million remaining. Repurchases may occur in the open market, through privately negotiated or accelerated transactions, or other methods, at the company’s discretion.
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Insights
Hanover adds a sizable new buyback while refreshing governance roles.
The Hanover Insurance Group combined routine governance items with a large new capital return authorization. The board approved a new $700 million share repurchase program, replacing a prior program that had about $63 million remaining. The authorization has no time limit and allows multiple repurchase methods, including open-market and accelerated programs.
The company can also use Rule 10b5-1 trading plans, which permit pre-arranged buybacks under defined conditions. Actual repurchase activity will depend on market conditions and management’s capital deployment choices, alongside investment in the business and other uses of capital described in future disclosures.
8-K Event Classification
Key Figures
Key Terms
advisory vote on executive compensation financial
broker non-votes financial
independent, registered public accounting firm regulatory
Rule 10b5-1 regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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.
(c) On May 13, 2026, the Board of Directors of The Hanover Insurance Group, Inc. (the “Company”) appointed Patricia A. Norton-Gatto, Senior Vice President and Corporate Controller, to assume the role of Principal Accounting Officer effective on that date. Accordingly, Jeffrey M. Farber, 62, the Company’s Executive Vice President and Chief Financial Officer will no longer serve in the role of Principal Accounting Officer.
Ms. Norton-Gatto, 58, joined the Company in 1993 and most recently served as Senior Vice President, Corporate Controller, a role she started in February 2025. Prior to that, Ms. Norton-Gatto served as the Vice President and Assistant Controller since 2007. She held various roles at the Company after beginning her career at KPMG Peat Marwick in 1990. Ms. Norton-Gatto is a Certified Public Accountant.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 12, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected each of Francisco A. Aristeguieta, Kevin J. Bradicich, Theodore H. Bunting, Jr., Jane D. Carlin, William E. Donnell, Joseph R. Ramrath, John C. Roche, and Elizabeth A. Ward, each to serve as a director until the next annual meeting of shareholders and until their successors are duly elected and qualified; (ii) approved an advisory vote on executive compensation; and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent, registered public accounting firm for 2026.
The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
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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Francisco A. Aristeguieta |
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28,872,295 |
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69,368 |
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22,386 |
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2,389,714 |
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Kevin J. Bradicich |
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28,808,600 |
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138,718 |
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16,731 |
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2,389,714 |
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Theodore H. Bunting, Jr. |
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28,911,362 |
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35,570 |
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17,117 |
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2,389,714 |
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Jane D. Carlin |
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28,833,529 |
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111,183 |
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19,337 |
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2,389,714 |
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William E. Donnell |
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28,910,651 |
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33,238 |
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20,160 |
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2,389,714 |
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Joseph R. Ramrath |
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28,008,859 |
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933,965 |
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21,225 |
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2,389,714 |
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John C. Roche |
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28,932,991 |
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15,054 |
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16,004 |
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2,389,714 |
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Elizabeth A. Ward |
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28,915,014 |
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33,321 |
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15,714 |
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2,389,714 |
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Item 2 – Advisory Vote on 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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28,497,810 |
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436,011 |
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30,228 |
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2,389,714 |
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Item 3 – 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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30,620,318 |
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717,207 |
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16,239 |
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Item 8.01 Other Events.
On May 13, 2026, the Board terminated the Company’s existing share repurchase program, initially approved in December 2018, and adopted a new share repurchase program authorizing an aggregate of $700 million in share repurchases (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be made at the Company’s discretion from time to time using open market purchases, privately negotiated transactions, accelerated repurchase programs or other transactions. The Share Repurchase Program has no time limit and does not obligate the Company to make any repurchases.
The Company issued a press release announcing the new Share Repurchase Program authorization on May 13, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits.
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Not applicable. |
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Not applicable. |
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Not applicable. |
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Exhibits. |
The following exhibits are furnished herewith.
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Exhibit 99.1 |
Press Release dated May 13, 2026. |
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Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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The Hanover Insurance Group, Inc. (Registrant) |
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Date: May 13, 2026 |
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By: |
/s/ Dennis F. Kerrigan |
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Dennis F. Kerrigan |
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Executive Vice President, Chief Legal Officer and Corporate Secretary |
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Exhibit 99.1
The Hanover Insurance Group, Inc. Announces New Share Repurchase Authorization
WORCESTER, Mass., May 13, 2026 - The Hanover Insurance Group, Inc. (NYSE: THG) today announced its board of directors approved a new share repurchase authorization, pursuant to which the company may repurchase up to $700 million of its common stock. At the same time, the company terminated its previous share repurchase program, which had a remaining repurchase authorization of approximately $63 million.
“Our new repurchase authorization demonstrates our confidence in the durability of our earnings and conviction in the path ahead,” said Jeffrey M. Farber, executive vice president and chief financial officer at The Hanover. “We maintain a disciplined but flexible approach to capital management, balancing investment in the business with meaningful capital returns to shareholders. We remain focused on deploying capital in ways that enhance long‑term shareholder value.”
Under the new $700 million share repurchase authorization, the company may repurchase its common stock from time to time, in amounts, at prices, and at times the company deems appropriate, subject to market conditions and other considerations. The company's stock purchases may be executed using open market repurchases, privately negotiated transactions, accelerated repurchase programs, or other transactions. The company may establish trading plans under the Securities and Exchange Commission's rule 10b5-1 that will provide additional flexibility as it buys back its stock.
Forward-Looking Statements
Statements regarding capital management flexibility, including future share repurchases, future profitability, and durability of earnings constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The company cautions investors that any such forward-looking statements are not guarantees of future performance. Investors are directed to consider the risks and uncertainties in the company's business that may cause actual results to differ, including those risks which are discussed in readily available documents, such as the company's annual report on Form 10-K and quarterly reports on Form 10-Q, as well as other documents filed by The Hanover with the Securities and Exchange Commission and which are also available on hanover.com under "Investors."
About The Hanover
The Hanover Insurance Group, Inc. is the holding company for several property and casualty insurance companies, which together constitute one of the largest insurance businesses in the United States. The company provides exceptional insurance solutions through a select group of independent agents and brokers. Together with its agent partners, The Hanover offers standard and specialized insurance protection for small and mid-sized businesses, as well as for homes, automobiles, and other personal items. For more information, please visit hanover.com.
Contacts:
Investors: |
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Media: |
Oksana Lukasheva |
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Emily P. Trevallion |
(508) 525-6081 |
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(508) 855-3263 |
Email: olukasheva@hanover.com |
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Email: etrevallion@hanover.com |
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