Hartford Financial Services Group Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$HIG
Property-Casualty Insurers
Finance
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 15, 2024
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
The Hartford Financial Services Group, Inc.
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (860) 547-5000
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described below in Item 5.07 of this Current Report on Form 8-K (“Form 8-K”), at the 2024 annual meeting of the shareholders of The Hartford Financial Service Group, Inc. (the “Company”), the Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to limit the liability of certain officers of the Company, as permitted by recent amendments to the Delaware General Corporation law (the “Charter Amendment”). The Board of Directors of the Company previously approved the Charter Amendment, subject to shareholder approval at the 2024 annual meeting. On May 16, 2024, the Company filed the Charter Amendment with the Delaware Secretary of State, which became effective upon filing. The foregoing description is a summary only, and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, which is being filed as Exhibit 3.1 to this Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 15, 2024. Shareholders voted as follows on the matters presented for a vote:
1.The nominees for election to the Company’s Board of Directors were elected to hold office until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified, based upon the following votes:
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| LARRY DE SHON | 247,144,115 | 6,484,743 | 877,576 | 17,312,884 | ||||||||||
| CARLOS DOMINGUEZ | 245,597,248 | 8,049,719 | 859,467 | 17,312,884 | ||||||||||
| TREVOR FETTER | 241,413,264 | 12,826,609 | 266,561 | 17,312,884 | ||||||||||
| DONNA JAMES | 248,614,242 | 5,660,393 | 231,799 | 17,312,884 | ||||||||||
| EDMUND REESE | 252,652,360 | 1,594,172 | 259,902 | 17,312,884 | ||||||||||
| TERESA ROSEBOROUGH | 242,885,832 | 11,389,940 | 230,662 | 17,312,884 | ||||||||||
| VIRGINIA RUESTERHOLZ | 244,728,971 | 9,540,505 | 236,958 | 17,312,884 | ||||||||||
| CHRISTOPHER SWIFT | 236,009,062 | 16,833,099 | 1,664,273 | 17,312,884 | ||||||||||
| MATTHEW WINTER | 246,098,427 | 8,163,980 | 244,027 | 17,312,884 | ||||||||||
| GREIG WOODRING | 252,350,896 | 1,905,401 | 250,137 | 17,312,884 | ||||||||||
2.The proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 was approved based on the following votes:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 259,755,465 | 11,899,965 | 163,888 | — | ||||||||
3.The proposal to consider and approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement was approved based on the following votes:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 229,759,642 | 23,352,736 | 1,394,056 | 17,312,884 | ||||||||
4.The management proposal to amend the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company, as permitted by recent amendments to Delaware law, was approved based on the following votes:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 215,464,806 | 38,690,711 | 350,917 | 17,312,884 | ||||||||
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | |||||
| 3.1 | |||||
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | ||||
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.
| The Hartford Financial Services Group, Inc. | ||||||||||||||
| May 16, 2024 | By: | /s/ Terence Shields | ||||||||||||
| Name: Terence Shields | ||||||||||||||
| Title: Senior Vice President & Corporate Secretary | ||||||||||||||