TRAVELERS COMPANIES INC
For the period ended May 15, 2024. Filed Apr 2, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2024 · Filed Apr 2, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | 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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
485 Lexington Avenue
New York, New York
April 2, 2024
Dear Shareholders:Please join us for The Travelers Companies, Inc. Annual Meeting of Shareholders on Wednesday, May 15, 2024, at 9:00 a.m. (Eastern Daylight Time) at the Hartford Marriott Downtown, 200 Columbus Boulevard, Hartford, Connecticut 06103.Attached to this letter are a Notice of Annual Meeting of Shareholders and Proxy Statement, which describe the business to be conducted at the meeting.At this year’s meeting, you will be asked to:•Elect the 11 director nominees listed in the Proxy Statement;•Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024; •Consider a non-binding vote to approve executive compensation;•Consider four shareholder proposals, if presented at the Annual Meeting; and•Consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.The Board of Directors recommends that you vote FOR each of the nominees listed in the Proxy Statement, FOR the ratification of KPMG LLP, FOR the non-binding vote to approve executive compensation and AGAINST each of the shareholder proposals described in the Proxy Statement.Your vote is important. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented and voted at the meeting. You may vote your shares by proxy on the Internet, by telephone, or by completing a paper proxy card and returning it by mail. You may also vote in person at the Annual Meeting.Thank you for your continued support of Travelers.Sincerely,Alan D. SchnitzerChairman and Chief Executive Officer
Notice of Annual Meeting of Shareholders
| Items of Business | ||
|---|---|---|
| LogisticsDATE AND TIMEMay 15, 20249:00 a.m. (Eastern Daylight Time)LOCATION*Hartford Marriott Downtown 200 Columbus Boulevard Hartford, Connecticut 06103WHO CAN VOTE — RECORD DATEYou may vote your shares if you were a shareholder of record or held shares through Travelers’ 401(k) Savings Plan or through a broker or nominee at the close of business on March 18, 2024. Shares held of record or through a broker or nominee may be voted in person at the Annual Meeting to be held on May 15, 2024 (the “Annual Meeting”). | ||
| Board VoteRecommendation | ||
| Elect the 11 director nominees listed in the Proxy Statement. | FOR each director nominee | |
| Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024. | FOR | |
| Consider a non-binding vote to approve executive compensation. | FOR | |
| Consider four shareholder proposals, if presented at the Annual Meeting. | AGAINST | |
| Voting by ProxyTo ensure your shares are voted, you may vote your shares by proxy on the Internet, by telephone or by completing a paper proxy card and returning it by mail. Internet and telephone voting procedures are described in the General Information About the Meeting section of the Proxy Statement and on the proxy card. Shareholders will also consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.By Order of the Board of Directors,Wendy C. SkjervenCorporate Secretary | ||
| Advance Voting MethodsINTERNETwww.proxyvote.comYou will need the 16-digit number included on your Notice or on your proxy card.TELEPHONE(800) 690-6903You will need the 16-digit number included on your Notice or on your proxy card.MAILMark, sign, date and promptly mail your proxy card in the postage-paid envelope, if you have received paper materials. | ||
| *As part of our precautions for circumstances that could arise, we are planning for the possibility that the Annual Meeting may be held virtually over the Internet. If we take this step, we will announce the decision in advance, and details on how to participate will be available on our website at www.travelers.com under the “Investors” heading. | ||
| Advance Voting DeadlinesIf you are a shareholder of record or hold shares through a broker or bank and are voting by proxy, your vote must be received by 11:59 p.m. (Eastern Daylight Time) on May 14, 2024, to be counted. If you hold shares through Travelers’ 401(k) Savings Plan, your vote must be received by 11:59 p.m. (Eastern Daylight Time) on May 13, 2024, to be counted. Those votes cannot be changed or revoked after that time, and those shares cannot be voted in person at the Annual Meeting. | ||
| This Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about April 2, 2024. | ||
Table of Contents
| Proxy Statement Summary | 1 | |
|---|---|---|
| Shareholder Engagement and Board Responsiveness | 5 | |
| Corporate Governance | ||
| ITEM 1 – Election of Directors | 7 | |
| Nominees for Election of Directors | 7 | |
| Governance of Your Company | 11 | |
| Non-Employee Director Compensation | 26 | |
| Audit Committee Matters | ||
| ITEM 2 – Ratification of Independent Registered Public Accounting Firm | 29 | |
| Audit and Non-Audit Fees | 29 | |
| Report of the Audit Committee | 30 | |
| Executive Compensation | ||
| ITEM 3 – Non-Binding Vote to Approve Executive Compensation | 31 | |
| Compensation Discussion and Analysis | 32 | |
| 2023 Overview | 32 | |
| WHERE TO OBTAIN FURTHER INFORMATION | ||
| Pay-for-Performance Philosophy | 40 | |
| Objectives of Our Executive Compensation Program | 42 | |
| Compensation Elements and Decisions | 44 | |
| We make available, free of charge on our website, all of our filings that are made electronically with the Securities and Exchange Commission (“SEC”), including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website at www.travelers.com and click on “SEC Filings” under “Financial Information” under the “Investors” heading. Copies of our Annual Report on Form 10-K for the year ended December 31, 2023, including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to: Corporate SecretaryThe Travelers Companies, Inc.485 Lexington AvenueNew York, NY 10017 | ||
| Additional Compensation Information | 58 | |
| Total Direct Compensation for 2021-2023 (Supplemental Table) | 62 | |
| Compensation Committee Report | 62 | |
| Summary Compensation Table | 63 | |
| Grants of Plan-Based Awards in 2023 | 65 | |
| Narrative Supplement to Summary Compensation Table and Grants of Plan-Based Awards in 2023 | 66 | |
| Option Exercises and Stock Vested in 2023 | 66 | |
| Outstanding Equity Awards at December 31, 2023 | 67 | |
| Post-Employment Compensation | 68 | |
| Potential Payments to Named Executive Officers Upon Termination of Employment or Change in Control | 71 | |
| Shareholder Proposals | ||
| ITEM 4 – Shareholder Proposal – Report on Methane in the Energy Sector | 75 | |
| ITEM 5 – Shareholder Proposal – GHG Emissions | 80 | |
| ITEM 6 – Shareholder Proposal – Human Rights Risks in Underwriting | 85 | |
| ITEM 7 – Shareholder Proposal – CEO Pay Ratio and Executive Compensation | 90 | |
| Other Information | ||
| Share Ownership Information | 94 | |
| CEO Pay Ratio | 96 | This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein. |
| Pay Versus Performance | 97 | |
| General Information About the Meeting | 103 | |
| Shareholder Proposals for 2025 Annual Meeting | 107 | |
| Other Business | 107 | |
| Annex A: Reconciliation of GAAP Measures to Non-GAAP Measures and Selected Definitions | A-1 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.