UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
The Travelers Companies, Inc.
_________________________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required. |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |
Commencing on or about May 16, 2023, The Travelers Companies, Inc.
made the following communication to employees.
Vote Your Shares
A Message from Wendy C. Skjerven
Dear Colleagues,
Shareholders of public companies generally have the opportunity to
vote on important corporate governance matters annually. If you
owned shares of Travelers stock at the close of business on March
28, 2023, you have the opportunity to cast your vote on items such
as electing the directors of our company. We encourage you to vote
now.
You can vote in one of several ways:
•Go
to proxyvote.com.
•Call
800.690.6903.
•Vote
by mail.
If voting online or by phone, you will need your 16-digit control
number.
Where do I find my control number?
You should have already received a communication by email or mail
with a control number and instructions. Who sends this information
to you and how it is delivered depend on how you hold your shares.
For more information on finding your control number, go to
the
Exercising Your Right to Vote
page on
inside.
The page provides everything you need to exercise your right to
vote your shares, including information about the matters to be
voted on and answers to frequently asked questions. Please also
review the following materials either in print (if you received
them in the mail) or via these links:
•2022
Annual Report.
•2023
Notice of Annual Meeting and Proxy Statement,
which includes details about the matters to be voted
on.
Your vote is important, so please vote now!
Thank you for voting.
Wendy Skjerven
Corporate Secretary
Commencing on or about May 16, 2023, The Travelers Companies, Inc.
made the following intranet webpage available to
employees.
Exercising Your Right to Vote on Corporate Governance
Matters
Overview
Shareholders of public companies generally have the opportunity to
vote on important corporate governance matters annually. Employees
who owned shares of Travelers stock at the close of business on
March 28, 2023, have the opportunity to cast their vote on items
including the election of our Board of Directors.
We encourage you to vote.
Voting is easy. Just go to proxyvote.com, call 800.690.6903 or vote
by mail. If voting online or by phone, you will need your 16-digit
control number.
Before voting, please review the following materials either in
print (if you received them in the mail) or via these
links:
•2022
Annual Report;
and
•2023
Notice of Annual Meeting and Proxy Statement,
which includes details about the matters to be voted
on.
Q&A on Voting
Who is entitled to vote?
If you held shares as of the close of business on March 28, 2023,
you can vote – one vote for each share of common stock held on that
date, including shares:
•Held
in your account with a broker or bank;
•Held
directly with Travelers in your name as a shareholder of record;
and
•Credited
to your account in the Travelers 401(k) Savings Plan.
If you hold shares in more than one way, you will receive more than
one communication and should vote your shares
separately.
What are the matters to be voted on, and did the Board of Directors
make any recommendation about how I should vote?
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Matters to be voted on
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Board Recommendations
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1. |
Elect the 14 director nominees listed in the proxy
statement.
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FOR
each nominee
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2. |
Ratify the appointment of KPMG LLP as our independent registered
public accounting firm for 2023.
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FOR
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Non-binding vote on the frequency of future votes to approve
executive compensation.
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1 Year
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Non-binding vote to approve executive compensation.
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FOR
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Approve The Travelers Companies, Inc. 2023 Stock Incentive
Plan. |
FOR
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6. |
Shareholder proposal relating to the issuance of a report on GHG
emissions.
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AGAINST
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Shareholder proposal relating to policies regarding fossil fuel
supplies.
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AGAINST
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8. |
Shareholder proposal relating to conducting a racial equity
audit.
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AGAINST
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9. |
Shareholder proposal relating to the issuance of a report on
insuring law enforcement.
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AGAINST
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Will management know how I vote?
No. Management will only see how many votes are cast in the
aggregate; they will not know how individual shareholders
vote.
How do I vote?
Voting is easy. Just go to proxyvote.com or call 800.690.6903. To
vote online or by phone, you will need your 16-digit control
number. You may be able to vote without your control number by
calling
800.607.0088.
You can also vote by mail. If you received a voting instruction
form or proxy card in the mail, mark your selections, fill in the
date, sign your name exactly as it appears on the form or card, and
mail it in the postage-paid envelope provided.
Where do I find the 16-digit control number that allows me to vote
my shares?
You have already received or will be receiving proxy materials
(such as a voting instruction form, a notice of internet
availability of proxy materials or a proxy card) by mail or email
from your broker or bank or from Travelers (depending upon how you
hold your shares). Your 16-digit control number is contained in
these proxy materials.
What if I cannot locate my 16-digit control number?
If your shares are:
•Held
in your account with a broker or bank: Call your broker or bank (if
Fidelity, call 800.480.9980), or you may be able to vote without
your control number by calling
800.607.0088.
•Held
directly with Travelers in your name as a shareholder of record:
Call 800.607.0088.
•Credited
to your account in the Travelers 401(k) Savings Plan: Call
800.480.9980.
What are the voting deadlines?
•Internet
and telephone voting facilities will close at 11:59 p.m. EDT on May
23, 2023, for the voting of shares held by shareholders of record
or held in your account with a broker or bank and at 11:59 p.m. EDT
on May 22, 2023, for the voting of shares held by employees through
the Travelers 401(k) Savings Plan.
•Mailed
proxy cards with respect to shares held of record or in street name
must be received no later than May 23, 2023.
•Mailed
proxy cards with respect to shares held by employees through the
Travelers 401(k) Savings Plan must be received no later than May
22, 2023.
Annual Report and Proxy Statement
The 2022 Annual Report and the Proxy Statement for the 2023 Annual
Meeting of Shareholders are now available online via these
links:
•2022
Annual Report
(downloadable PDF)
•2023
Notice of Annual Meeting and Proxy Statement
(downloadable PDF)
•2023
Notice of Internet Availability of Proxy Materials – FAQs
(downloadable PDF)
The Travelers Companies (NYSE:TRV)
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