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  4. [8-K] TRAVELERS COMPANIES, INC. Reports Material Event

Travelers (NYSE: TRV) holders back pay plan and stock pool, reject climate push

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Travelers Companies, Inc. reported results from its annual shareholder meeting and an update to its equity compensation plan. Shareholders approved an amendment to the 2023 Stock Incentive Plan that increases the number of shares authorized for issuance by 5,000,000 shares.

All director nominees were elected, and shareholders ratified the company’s independent registered public accounting firm. They also approved, on a non-binding basis, the executive compensation program. Shareholder proposals on climate-related pricing and coverage reporting and on appointing an independent board chair did not receive enough support to pass.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Stock plan share increase 5,000,000 shares Additional shares authorized under 2023 Stock Incentive Plan
Say-on-pay support 157,619,183 votes for Non-binding executive compensation vote at May 20, 2026 meeting
Auditor ratification support 176,385,126 votes for Ratification of independent registered public accounting firm
Climate proposal support 24,894,789 votes for Shareholder proposal on climate-related pricing and coverage decisions
Independent chair proposal support 36,359,133 votes for Shareholder proposal for an independent board chairman
Example director support 169,179,519 votes for Election of director David S. Williams
2023 Stock Incentive Plan financial
"approved an amendment to The Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan"
Non-Binding Vote to Approve Executive Compensation financial
"Item 3 — Non-Binding Vote to Approve Executive Compensation"
Independent Registered Public Accounting Firm financial
"Item 2 — Ratification of Independent Registered Public Accounting Firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Broker Non-Votes financial
"Votes Abstained | | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Shareholder Proposal Relating to an Independent Board Chairman financial
"Item 6 — Shareholder Proposal Relating to an Independent Board Chairman"

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FAQ

What did Travelers (TRV) shareholders approve regarding the 2023 Stock Incentive Plan?
Shareholders approved an amendment to Travelers’ 2023 Stock Incentive Plan, increasing shares authorized for issuance by 5,000,000. The amended plan’s material terms are described in the April 7, 2026 proxy statement and the full plan text is filed as Exhibit 10.1.

Were Travelers (TRV) director nominees elected at the May 20, 2026 annual meeting?
All Travelers director nominees were elected at the annual meeting. For example, David S. Williams received 169,179,519 votes for, 699,251 votes against, 319,457 abstentions, and 19,515,425 broker non-votes, reflecting strong approval among voting shareholders.

How did Travelers (TRV) shareholders vote on executive compensation in 2026?
Travelers shareholders approved executive compensation in a non-binding advisory vote. The proposal received 157,619,183 votes for, 11,431,214 votes against, 1,147,830 abstentions, and 19,515,425 broker non-votes, indicating broad support for the company’s pay programs as disclosed in the proxy statement.

Did Travelers (TRV) shareholders support an independent board chairman proposal in 2026?
Shareholders did not approve the proposal for an independent board chairman. The item received 36,359,133 votes for, 132,910,022 votes against, 929,072 abstentions, and 19,515,425 broker non-votes, indicating that most voting shareholders favored retaining the existing board leadership structure.

Was Travelers’ (TRV) independent registered public accounting firm ratified in 2026?
Yes. Shareholders ratified Travelers’ independent registered public accounting firm. The ratification proposal received 176,385,126 votes for, 13,020,934 votes against, 307,592 abstentions, and no broker non-votes, confirming continued shareholder support for the external auditor relationship.
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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, 2026

 

 

 

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, 2026, the shareholders of The Travelers Companies, Inc. (the “Company”) approved an amendment to The Travelers Companies, Inc. Amended and Restated 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 5,000,000 shares. The material terms of the 2023 Stock Incentive Plan, as amended, are described in the Company’s definitive Proxy Statement, dated April 7, 2026, under the heading “Item 4 — Amendment to The Travelers Companies, Inc. Amended and Restated 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 20, 2026. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated April 7, 2026. Below are the final voting results.

 

Item 1 — Election of Directors

 

Name  Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
Russell G. Golden   168,238,679    1,639,828    319,720    19,515,425 
Thomas B. Leonardi   153,419,673    16,264,670    513,884    19,515,425 
Clarence Otis Jr.   160,722,985    9,063,326    411,916    19,515,425 
Elizabeth E. Robinson   164,661,733    5,140,320    396,174    19,515,425 
Todd C. Schermerhorn   168,340,221    1,525,966    332,040    19,515,425 
Alan D. Schnitzer   162,326,012    7,561,754    310,461    19,515,425 
Bridget van Kralingen   168,566,054    1,323,649    308,524    19,515,425 
David S. Williams   169,179,519    699,251    319,457    19,515,425 

 

Item 2 — Ratification of Independent Registered Public Accounting Firm

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
 176,385,126    13,020,934    307,592    0 

 

Item 3 — Non-Binding Vote to Approve Executive Compensation

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
 157,619,183    11,431,214    1,147,830    19,515,425 

 

Item 4 — Amendment to The Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
 124,148,482    45,264,986    784,759    19,515,425 

 

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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 
 24,894,789    143,415,990    1,887,488    19,515,425 

 

Item 6 — Shareholder Proposal Relating to an Independent Board Chairman

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
 36,359,133    132,910,022    929,072    19,515,425 

 

 

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 22, 2026 THE TRAVELERS COMPANIES, INC.
     
  By:  /s/ Christine K. Kalla
   

Name: Christine K. Kalla

Title: Executive Vice President and General Counsel

 

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Source: View Original Filing on SEC EDGAR

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