Current Report Filing (8-k)
12 Dezember 2022 - 2:01PM
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2022-12-07
2022-12-07
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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):
December 7, 2022
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On December 7, 2022, the Board of Directors of The Travelers Companies, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws
effective immediately. Among other things, the amendments update certain provisions of Article II, Sections 10 and 11 regarding the
procedure and disclosure required in connection with shareholder director nominations and business proposals, including to address newly
adopted Rule 14a-19 of the Securities Exchange Act of 1934, as amended. Such updates include, without limitation, requiring a nominating
shareholder to represent whether it intends to solicit proxies in accordance with Rule 14a-19 and to provide reasonable evidence
that it has satisfied Rule 14a-19, along with additional background information and disclosures
regarding, among other things, nominating shareholders, proposed director candidates, and other persons related to a shareholder’s
solicitation of proxies. In addition, the amendments reflect other administrative, ministerial and conforming revisions.
The foregoing summary of the amendments is qualified in its entirety
by reference to the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) 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.
Date: December 12, 2022 |
THE TRAVELERS COMPANIES, INC. |
|
|
|
|
By: |
/s/ Christine K. Kalla |
|
|
Name: Christine K. Kalla
Title: Executive Vice President and General Counsel |
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