Securities Registration: Employee Benefit Plan (s-8)
24 Mai 2023 - 4:55PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 24,
2023
Registration
Number 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
THE TRAVELERS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| Minnesota |
|
41-0518860 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification No.) |
485 Lexington Avenue
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
THE TRAVELERS COMPANIES, INC.
2023 STOCK INCENTIVE PLAN
(Full title of the plan)
Christine
K. Kalla
Executive Vice President and General Counsel
The Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911
(Name, address and telephone number, including
area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated
filer x |
Accelerated filer
¨ |
| Non-accelerated filer ¨ |
Smaller reporting company ¨ |
| |
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 7(a)(2)(B) of the Securities Act. ¨
Explanatory Note
On May 24, 2023, the shareholders of The
Travelers Companies, Inc. (the “Company” or “Registrant”) approved The Travelers Companies, Inc.
2023 Stock Incentive Plan (the “Plan”). As provided in the Plan, 5,800,000 shares of the Registrant’s common
stock, without par value (the “Common Stock”), are available for issuance thereunder, reduced by the number of shares
covered by awards granted under The Travelers Companies, Inc. 2014 Stock Incentive Plan (the “Prior Plan”) on or
after March 28, 2023, of which there were 10,816 shares. Additionally, to the extent an award under the Plan or the Prior
Plan expires unexercised, is forfeited, terminated or canceled, is settled in cash or other forms of property, or otherwise does not
result in the issuance of shares of Common Stock, in whole or in part, the number of shares of Common Stock subject to such award
will become available again for grant under the Plan. The purpose of this registration statement on Form S-8 (the
“Registration Statement”) is to register the offer and sale of (i) the 5,789,184 shares of Common Stock authorized
under the Plan and (ii) 1,000,000 shares of Common Stock that may become available for issuance as a result of outstanding
awards under the Plan and the Prior Plan that are forfeited, terminated, canceled or expire unexercised.
Part I—Information
Required in the Section 10(a) Prospectus
The documents containing the information specified
in this Part I will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission
(the “Commission” or “SEC”) and the instructions to Form S-8, such documents are not being filed with
the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under
the Securities Act.
Part II—Information Required in the
Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed with the SEC by the
Company are incorporated in this Registration Statement by reference:
All reports and other documents filed by the Company
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold (other than information deemed to have been “furnished” rather
than “filed” in accordance with the SEC’s rules) shall be deemed to be incorporated by reference in and to be a part
of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated
by reference herein shall be modified or superseded for purposes of this Registration Statement to the extent that a statement contained
herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of
Securities
Not applicable.
Item 5. Interests of
Named Experts and Counsel
Wendy C. Skjerven, Esq., Vice President, Corporate
Secretary and Group General Counsel of the Company, has given her opinion about certain legal matters affecting the Plan in this Registration
Statement. Ms. Skjerven owns, or has the right to acquire, a number of shares of the Company’s Common Stock which represents
less than 1% of the total outstanding Common Stock of the Company. Ms. Skjerven participates in the Plan.
Item 6. Indemnification
of Directors and Officers
The Company is subject
to Minnesota Statutes, Chapter 302A. Minnesota Statutes, Section 302A.521, provides that a corporation shall indemnify any person
made or threatened to be made a party to a proceeding by reason of the former or present official capacity (as defined in Section 302A.521)
of such person against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect
to an employee benefit plan), settlements and reasonable expenses (including attorneys’ fees and disbursements), incurred by such
person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such
person (1) has not been indemnified therefor by another organization or employee benefit plan; (2) acted in good faith; (3) received
no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable, has been satisfied;
(4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed
that the conduct was in the best interests of the corporation in the case of acts or omissions in such person’s official capacity
for the corporation, or, in the case of acts or omissions in such person’s official capacity for other affiliated organizations,
reasonably believed that the conduct was not opposed to the best interests of the corporation.
The Company’s bylaws
provide that it will indemnify and make permitted advances to a person made or threatened to be made a party to a proceeding by reason
of his former or present official capacity against judgments, penalties, fines (including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan), settlements and reasonable expenses (including, without limitation, attorneys’
fees and disbursements) incurred by him in connection with the proceeding in the manner and to the fullest extent permitted or required
by Section 302A.521.
The Company has directors’
and officers’ liability insurance policies, in amounts deemed appropriate and subject to various deductibles, conditions and limitations.
The Company, as depositor,
has agreed in the declarations of trust to (i) reimburse the trustees of the Trust for all reasonable expenses (including reasonable
fees and expenses of counsel and other experts) and (ii) indemnify, defend and hold harmless the trustees and any of the officers,
directors, employees and agents of the trustees (the “Indemnified Persons”) from and against any and all losses, damages,
liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and
penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent
that such Expenses arise out of, or are imposed upon, or asserted at any time against, such Indemnified Persons with respect to the performance
of the declarations of trust, the creation, operation, administration or termination of a trust or the transactions contemplated thereby;
provided, however, that the Company shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the
willful misconduct, bad faith or negligence of such Indemnified Person.
Item 7. Exemption from Registration
Claimed
Not applicable.
Item 8. Exhibits
The exhibits
filed as part of this Registration Statement are listed on the Exhibit Index immediately following “Item 9. Undertakings”,
which is incorporated herein by reference.
Item 9. Undertakings
(a) The undersigned Registrant hereby
undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement.
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement.
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
| Exhibit Number |
|
Description of Exhibit |
| 4.1 |
|
Amended and Restated Articles of Incorporation of The Travelers Companies, Inc., as amended and restated May 23, 2013 (incorporated by reference to Exhibit 3.1 to the Company's current report on Form 8-K filed on May 24, 2013). |
| |
|
|
| 4.2 |
|
Bylaws of The Travelers Companies, Inc., as amended and restated December 7, 2022 (incorporated by reference to Exhibit 3.2 to the Company's current report on Form 8-K filed on December 12, 2022). |
| |
|
|
| 4.3 |
|
The Travelers Companies, Inc. 2023 Stock Incentive Plan. |
| |
|
|
| 5 |
|
Opinion of Wendy C. Skjerven, Esq. |
| |
|
|
| 23.1 |
|
Consent of Wendy C. Skjerven, Esq. (included in Exhibit 5). |
| |
|
|
| 23.2 |
|
Consent of KPMG LLP. |
| |
|
|
| 24 |
|
Power of Attorney. |
| |
|
|
| 107 |
|
Filing Fee Table. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of St. Paul, State of Minnesota, on May 24, 2023.
| |
THE TRAVELERS COMPANIES, INC.
(Registrant) |
| |
|
| |
By: |
/s/ Christine K. Kalla |
| |
Name: |
Christine K. Kalla |
| |
Title: |
Executive Vice President and General Counsel |
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Date: May 24, 2023 |
/s/ Alan D. Schnitzer |
| |
Alan D. Schnitzer, Director, Chairman and Chief Executive Officer
(Principal Executive Officer) |
| |
|
| Date: May 24, 2023 |
/s/ Daniel S. Frey |
| |
Daniel S. Frey, Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
| |
|
| Date: May 24, 2023 |
/s/ Douglas K. Russell |
| |
Douglas K. Russell, Senior Vice President and Corporate Controller
(Principal Accounting Officer) |
Alan L. Beller, Director*
Janet M. Dolan, Director*
Russell G. Golden, Director*
Patricia L. Higgins, Director*
William J. Kane, Director*
Thomas B. Leonardi, Director*
Clarence Otis Jr., Director*
Elizabeth E. Robinson, Director*
Philip T. Ruegger III, Director*
Rafael Santana, Director*
Todd C. Schermerhorn, Director*
Laurie J. Thomsen, Director*
Bridget van Kralingen, Director*
*Christine K. Kalla, by signing her name hereto, does hereby sign this
document on behalf of herself and each of the above named directors of the Company pursuant to powers of attorney duly executed by such
persons (set forth in Exhibit 24 to this Registration Statement).
| /s/ Christine K. Kalla |
|
| Christine K. Kalla |
|
| (For herself and as attorney-in-fact) |
|
| |
|
| Date: May 24, 2023 |
|
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