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SELECTIVE INSURANCE GROUP INC

For the period ended May 1, 2024. Filed Mar 27, 2024.

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About this filing

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 1, 2024 · Filed Mar 27, 2024

Use the contents to explore the available documents and sections.

SIGI$99.44-2.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

SELECTIVE INSURANCE GROUP, 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 the appropriate box):

☒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.

40 Wantage Avenue

Branchville, New Jersey 07890

March 27, 2024

**NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

**AND PROXY STATEMENT

Wednesday, May 1, 2024

9:00 AM Eastern Time

Attending the Annual Meeting The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Selective Insurance Group, Inc. (“Selective” and “we”) will be held on Wednesday, May 1, 2024, at 9:00 AM Eastern Time. The Annual Meeting will be a virtual meeting held exclusively via live audiocast. To attend, vote, and submit questions during the Annual Meeting, please visit http://www.virtualshareholdermeeting.com/SIGI2024 and enter the 16-digit control number included on your Notice of Internet Availability or proxy card. If you requested printed copies of the proxy materials, we encourage you to vote your shares by phone, by mail, or online in advance to ensure your vote will be represented at the Annual Meeting. Even if you plan to attend the Annual Meeting virtually, we encourage you to vote your shares in advance.

At the Annual Meeting, we will ask stockholders to:

1.Elect 12 directors named in the accompanying Proxy Statement for a one-year term expiring in 2025;
2.Approve, on an advisory basis, the 2023 compensation of Selective’s named executive officers;
3.Approve the Selective Insurance Group, Inc. 2024 Omnibus Stock Plan; and
4.Ratify the appointment of KPMG LLP as Selective’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

In addition, we will attend to any other business properly brought before the Annual Meeting and its adjournments, postponements, or continuations, if any. After the Annual Meeting, we will offer time for your questions. In connection with the Annual Meeting, we are also making available Selective’s 2023 Annual Report to Stockholders (“2023 Annual Report”).

The Board of Directors recommends that you vote “FOR” each of the director nominees in Proposal 1 and “FOR” each of Proposals 2, 3, and 4. These proposals are further described in the Proxy Statement.

Selective stockholders of record as of the close of business on March 7, 2024 are entitled to notice of, and the right to vote at, the Annual Meeting and any adjournment, postponement, or continuation thereof.

YOUR VOTE IS IMPORTANT. VOTE YOUR SHARES BY (I) CALLING THE TOLL-FREE TELEPHONE NUMBER LISTED ON THE PROXY CARD, (II) ACCESSING THE INTERNET WEBSITE LISTED ON THE PROXY CARD, OR (III) COMPLETING, DATING, AND SIGNING THE PROXY CARD AND RETURNING IT IN THE ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING THROUGH THE PROCESSES DESCRIBED IN THE PROXY STATEMENT. IF YOU HOLD SHARES THROUGH A BROKER OR OTHER CUSTODIAN, PLEASE SEE THE VOTING INSTRUCTIONS PROVIDED TO YOU BY THAT BROKER OR CUSTODIAN.

Very truly yours,

John J. Marchioni

Chairman of the Board, President and Chief Executive Officer

By Order of the Board of Directors:

Robyn P. Turner

Corporate Secretary

TABLE OF CONTENTS

Page

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION1
WEBSITES1
PROXY STATEMENT2
GENERAL INFORMATION ABOUT SELECTIVE’S ANNUAL MEETING2
PROPOSALS FOR STOCKHOLDER VOTE AND APPROVAL REQUIREMENTS3
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING5
VOTING AND PROXY PROCEDURE5
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, MAY 1, 20247
INFORMATION ABOUT PROPOSAL 18
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS20
EXECUTIVE OFFICERS22
TRANSACTIONS WITH RELATED PERSONS25
CORPORATE GOVERNANCE28
SUSTAINABILITY AND HUMAN CAPITAL37
RISK MANAGEMENT41
STOCKHOLDER COMMUNICATIONS43
CODE OF CONDUCT43
COMPENSATION DISCUSSION AND ANALYSIS43
EXECUTIVE SUMMARY43
COMPENSATION COMMITTEE REPORT65
SUMMARY COMPENSATION TABLE66
GRANTS OF PLAN-BASED AWARDS69
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END70
OPTION EXERCISES AND STOCK VESTED72
PENSION BENEFITS72
NONQUALIFIED DEFERRED COMPENSATION74
EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL75
CEO PAY RATIO78
PAY VERSUS PERFORMANCE79
DIRECTOR COMPENSATION86
INFORMATION ABOUT PROPOSAL 289
INFORMATION ABOUT PROPOSAL 390
INFORMATION ABOUT PROPOSAL 4103
FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM103
AUDIT COMMITTEE REPORT104
STOCKHOLDER PROPOSALS AND NOMINATIONS105
HOUSEHOLDING105
SELECTIVE INSURANCE GROUP, INC. 2024 OMNIBUS STOCK PLANA-1

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.