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SELECTIVE INSURANCE GROUP INC

For the period ended Apr 30, 2025. Filed Mar 26, 2025.

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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.

Apr 30, 2025 · Filed Mar 26, 2025

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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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 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

40 Wantage Avenue

Branchville, New Jersey 07890

March 26, 2025

**NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

**AND PROXY STATEMENT

Wednesday, April 30, 2025

8:30 AM Eastern Time

Attending the Annual Meeting The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Selective Insurance Group, Inc. (“Selective” and “we”) will be held on Wednesday, April 30, 2025, at 8:30 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/SIGI2025 and enter the 16-digit control number 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 2026;
2.Approve, on an advisory basis, the 2024 compensation of Selective’s named executive officers; and
3.Ratify the appointment of KPMG LLP as Selective’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

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 2024 Annual Report to Stockholders (“2024 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 and 3. These proposals are further described in the Proxy Statement.

Selective stockholders of record as of the close of business on March 6, 2025 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

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 MEETING4
VOTING AND PROXY PROCEDURE5
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, APRIL 30, 20257
INFORMATION ABOUT PROPOSAL 17
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS16
EXECUTIVE OFFICERS18
TRANSACTIONS WITH RELATED PERSONS21
CORPORATE GOVERNANCE23
SUSTAINABILITY AND HUMAN CAPITAL32
RISK MANAGEMENT35
STOCKHOLDER COMMUNICATIONS37
CODE OF CONDUCT37
INSIDER TRADING POLICY38
COMPENSATION DISCUSSION AND ANALYSIS38
EXECUTIVE SUMMARY38
COMPENSATION COMMITTEE REPORT62
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC INFORMATION62
SUMMARY COMPENSATION TABLE63
GRANTS OF PLAN-BASED AWARDS66
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END67
OPTION EXERCISES AND STOCK VESTED69
PENSION BENEFITS70
NONQUALIFIED DEFERRED COMPENSATION72
EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL73
CEO PAY RATIO76
PAY VERSUS PERFORMANCE77
DIRECTOR COMPENSATION84
INFORMATION ABOUT PROPOSAL 287
INFORMATION ABOUT PROPOSAL 388
FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM88
AUDIT COMMITTEE REPORT89
STOCKHOLDER PROPOSALS AND NOMINATIONS90
HOUSEHOLDING90

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