Travelers Companies 8-K 2025-05-21

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 21, 2025

The Travelers Companies, Inc.

(Exact name of registrant as specified in its charter**)**

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:

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 21, 2025, the shareholders of The Travelers Companies, Inc. (the “Company”) approved an amendment to The Travelers Companies, Inc. 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 2,100,000 shares. The material terms of the 2023 Stock Incentive Plan, as amended, are described in the Company’s definitive Proxy Statement, dated April 4, 2025, under the heading “Item 4 — Amendment to The Travelers Companies, Inc. 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 21, 2025. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated April 4, 2025. Below are the final voting results.

Item 1 — Election of Directors

Following the Company’s annual meeting of shareholders, the independent members of the Company’s Board of Directors (the “Board”) appointed Mr. Russell G. Golden to serve as Chair of the Audit Committee of the Board. Mr. Golden replaced Mr. Kane, who retired from the Board effective as of the Company’s annual meeting of shareholders.

Item 2 — Ratification of Independent Registered Public Accounting Firm

Item 3 — Non-Binding Vote to Approve Executive Compensation

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

Item 5 — Shareholder Proposal Relating to a Report on Climate-Related Pricing and Coverage Decisions

Item 6 — Shareholder Proposal Relating to Ratification of Golden Parachutes

Item 9.01. Financial Statements and Exhibits.

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.