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

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 5.07. Submission of Matters to a Vote of Security Holders.

The Travelers Companies, Inc. (the “Company”) held its annual meeting of shareholders on May 15, 2024. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated April 2, 2024. Below are the final voting results.

Item 1 — Election of Directors

Name	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Russell G. Golden		181,429,589		930,923		335,415		20,204,550
William J. Kane		175,293,761		7,049,781		352,385		20,204,550
Thomas B. Leonardi		165,409,358		16,831,310		455,259		20,204,550
Clarence Otis Jr.		153,358,962		28,886,731		450,234		20,204,550
Elizabeth E. Robinson		167,392,029		14,998,468		305,430		20,204,550
Rafael Santana		165,477,738		16,744,823		443,366		20,204,550
Todd C. Schermerhorn		180,342,960		2,015,496		337,471		20,204,550
Alan D. Schnitzer		171,181,643		10,332,904		1,181,380		20,204,550
Laurie J. Thomsen		175,758,198		6,604,987		332,742		20,204,550
Bridget van Kralingen		180,612,292		1,754,641		328,994		20,204,550
David S. Williams		181,435,737		916,263		343,927		20,204,550

Following the Company’s annual meeting of shareholders, the independent members of the Board of Directors (the “Board”) of the Company appointed Mr. Thomas B. Leonardi to serve as Chair of the Nominating and Governance Committee of the Board. Mr. Leonardi replaced Mr. Ruegger, who retired from the Board effective as of the Company’s annual meeting of shareholders.

Item 2 — Ratification of Independent Registered Public Accounting Firm

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	192,798,171				9,835,828				266,478				0

Item 3 — Non-Binding Vote to Approve Executive Compensation

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	108,821,725				73,253,605				620,597				20,204,550

Item 4 — Shareholder Proposal Relating to a Report on Methane in the Energy Sector

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	28,055,487				152,886,896				1,753,544				20,204,550

Item 5 — Shareholder Proposal Relating to GHG Emissions

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	28,009,729				152,971,659				1,714,539				20,204,550

Item 6 — Shareholder Proposal Relating to Human Rights Risks in Underwriting

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	28,147,957				152,785,469				1,762,501				20,204,550

Item 7 — Shareholder Proposal Relating to CEO Pay Ratio and Executive Compensation

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	17,844,225				163,297,712				1,553,990				20,204,550

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 17, 2024	THE TRAVELERS COMPANIES, INC.

	By:	/s/ Wendy C. Skjerven
		Name: Wendy C. Skjerven
		Title: Vice President, Corporate Secretary and Group General Counsel

The Travelers Companies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders