Hartford Financial Services Group Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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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 31, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 31, 2024, Edmund Reese, a member of the board of directors (the "Board") of The Hartford Financial Services Group, Inc. (the "Company"), notified the Company of his resignation from the Company's Board, effective immediately. Mr. Reese’s resignation does not arise from any disagreement on any matter relating to the Company’s strategy, operations, policies or practices.
(d) On May 31, 2024, the Company's Board elected Kathleen Winters as director of the Board effective on July 1, 2024. Ms. Winters was appointed to serve on the Board’s Audit Committee and its Finance, Investment and Risk Management Committee effective July 1, 2024.
The Board has determined that Ms. Winters does not have a direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K, and that she meets the applicable independence requirements of the New York Stock Exchange and the Company's Corporate Governance Guidelines.
As compensation for the remainder of the 2024-2025 Board service year, Ms. Winters will receive a $190,000 equity grant of restricted stock units and the Company’s annual $115,000 cash retainer for non-management directors. The restricted stock units will be granted on the second trading day following the filing of the Company’s Form 10-Q for the quarter ended June 30, 2024, based on the Company’s closing stock price on the grant date.
In addition, Ms. Winters will participate in other non-management director compensation arrangements described in the Company’s 2024 proxy statement, including receiving $100,000 of group life insurance coverage and $750,000 of accidental death and dismemberment and permanent total disability coverage, as well as reimbursement for all travel expenses incurred in connection with her Board service.
Item 7.01 Regulation FD Disclosure.
On June 4, 2024, the Company issued a press release regarding the events described in Item 5.02 above.
The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | |||||
| 99.1 | |||||
| 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. | ||||||||||||||
| June 4, 2024 | By: | /s/ Terence Shields | ||||||||||||
| Name: Terence Shields | ||||||||||||||
| Title: Senior Vice President & Corporate Secretary | ||||||||||||||