The Travelers Companies,Inc. (BMV:TRV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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The Travelers Companies,Inc. (BMV:TRV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

(e) On May18, 2017, 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 Companys
annual meeting of shareholders. The amendment increases the
number of shares authorized for issuance under the 2014 Stock
Incentive Plan by 2,500,000. The material terms of the 2014 Stock
Incentive Plan, as amended, are described in the Companys
definitive proxy statement, dated March31, 2017, under the
heading Item 5 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
Exhibit10.1 hereto.

Item5.07. Submission of Matters to a
Vote of Security Holders.

The Company held its annual meeting of shareholders on May18,
2017. For more information on the following proposals submitted
to shareholders, see the Companys definitive proxy statement
dated March31, 2017. Below are the final voting results.

Item 1 Election of Directors

Name

VotesFor

VotesAgainst

VotesAbstained

BrokerNon-Votes

Alan L. Beller

211,456,568

2,319,026

362,638

33,219,140

John H. Dasburg

204,756,210

8,970,537

411,485

33,219,140

Janet M. Dolan

207,056,031

6,749,563

332,638

33,219,140

Kenneth M. Duberstein

206,289,595

7,501,349

347,288

33,219,140

Patricia L. Higgins

210,990,584

2,809,583

338,065

33,219,140

William J. Kane

213,007,882

764,443

365,907

33,219,140

Cleve L. Killingsworth Jr.

211,202,737

2,592,377

343,118

33,219,140

Philip T. Ruegger III

212,868,927

889,979

379,326

33,219,140

Todd C. Schermerhorn

212,732,377

1,040,279

365,576

33,219,140

Alan D. Schnitzer

211,881,442

1,936,653

320,137

33,219,140

Donald J. Shepard

210,907,660

2,866,349

364,223

33,219,140

Laurie J. Thomsen

209,637,714

4,175,572

324,946

33,219,140

Item 2 Ratification of Independent Registered Public
Accounting Firm

VotesFor

VotesAgainst

VotesAbstained

BrokerNon-Votes

240,264,654

6,650,039

442,679

Item 3 Non-Binding Vote on the Frequency of Future
Votes on Executive Compensation

OneYear

TwoYears

ThreeYears

VotesAbstained

BrokerNon-Votes

188,508,102

976,811

24,078,674

574,645

33,219,140

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 Companys shareholders
until the next non-binding shareholder vote on the frequency of
shareholder votes on executive compensation, or until the Board
of Directors otherwise determines a different frequency for such
non-binding votes.

Item 4 Non-Binding Vote to Approve Executive
Compensation

VotesFor

VotesAgainst

VotesAbstained

BrokerNon-Votes

198,916,013

13,614,602

1,607,617

33,219,140

Item 5 Amendment to The Travelers Companies,Inc.
Amended and Restated 2014 Stock Incentive Plan

VotesFor

VotesAgainst

VotesAbstained

BrokerNon-Votes

201,355,738

11,535,714

1,246,780

33,219,140

Item 6 Shareholder Proposal Relating to
Lobbying

VotesFor

VotesAgainst

VotesAbstained

BrokerNon-Votes

78,455,277

131,544,974

4,137,981

33,219,140

Item 7 Shareholder Proposal Relating to a Gender
Pay Equity Report

VotesFor

VotesAgainst

VotesAbstained

BrokerNon-Votes

38,301,812

171,073,195

4,763,225

33,219,140

Item 8 Shareholder Proposal Relating to a Diversity
Report

VotesFor

VotesAgainst

VotesAbstained

BrokerNon-Votes

72,663,845

126,821,312

14,653,075

33,219,140

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

10.1

The Travelers Companies,Inc. Amended and Restated 2014
Stock Incentive Plan


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