Travelers Companies Files Proxy Statement Addendum

TL;DR

Travelers dropped more proxy docs, shareholders vote soon.

AI Summary

The Travelers Companies, Inc. filed a Definitive Additional Materials (DEFA14A) on May 6, 2024. This filing relates to their proxy statement and provides supplemental materials for shareholders. The company, headquartered in Saint Paul, MN, is a major player in the fire, marine, and casualty insurance industry.

Why It Matters

This filing provides additional information to shareholders regarding the company's proxy statement, which is crucial for voting on corporate matters and director elections.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain information that suggests immediate or significant risk.

Key Players & Entities

• The Travelers Companies, Inc. (company) — Registrant
• 0000086312-24-000035 (filing_id) — Accession Number
• 20240506 (date) — Filing Date
• Saint Paul, MN (location) — Company Headquarters
• New York, NY (location) — Mailing Address

FAQ

Key Financial Figures

• $190.49 — ravelers stock price increased 12% from $190.49 as of December 31, 2023 to $213.01 as o
• $213.01 — from $190.49 as of December 31, 2023 to $213.01 as of February 6, 2024, the date of the
• $2.3 m — ons granted to our CEO in 2023 that was $2.3 million, or 41%, higher than the amount w
• $7.9 m — ssigned a value to the options that was $7.9 million, or 51%, higher than the amount w

Filing Documents

• supplementalmaterials2024.htm (DEFA14A) — 54KB
• a6blocknew.jpg (GRAPHIC) — 1505KB
• absolutepay-tsralignment.jpg (GRAPHIC) — 33KB
• isspeergrouppercentile.jpg (GRAPHIC) — 75KB
• trvlogo.jpg (GRAPHIC) — 7KB
• 0000086312-24-000035.txt ( ) — 2284KB

From the Filing

Document 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 May 6, 2024 RE The Travelers Companies, Inc. ("Travelers" or the "Company") 2024 Annual Meeting of Shareholders – May 15, 2024 Proposal 3 – Non-Binding Vote to Approve Executive Compensation Dear Fellow Shareholders Introduction We are writing to ask for your support by voting in accordance with the recommendations of our Board of Directors on all of the proposals included in our Proxy Statement, which was filed on April 2, 2024 and is available at httpsinvestor.travelers.comhomedefault.aspx and on the SEC website . Specifically, with this supplemental filing, we are asking that you vote "FOR" Item 3 – Non-Binding Vote to Approve Executive Compensation (referred to as the "Say-on-Pay Proposal"). We are providing this supplement in response to concerns expressed by Institutional Shareholder Services (ISS), a proxy advisory firm, regarding the structure of our compensation program. Specifically, ISS notes that while the majority of long-term incentives are based on clearly disclosed multi-year goals, it raises concerns regarding the discretionary nature of the short-term incentive (STI) program. 1 In ISS' view, the discretionary nature of the STI program is particularly relevant because ISS believes a quantitative pay-for-performance misalignment exists for the year in review. As we discuss below, we do not agree with ISS' presumptive preference for a formulaic compensation model. We are not aware of any evidence to support the proposition that companies with formulaic compensation plans outperform those that apply discretion. To the contrary, as we discuss in more detail below, formulaic compensation models – without consideration of the factors that make a given company or industry, such as the property and casualty industry, unique – can lead to significant unintended consequences. Moreover, we believe that ISS' methodology for identifying a quantitative pay-for-performance misalignment is flawed. Travelers delivered very strong financial and operational results in 2023, building upon our exceptional results over the past decade, and Travelers' compensation decisions for 2023 were directly linked to that performance. The structure of our executive compensation program has been stable over time, and our shareholders have approved our Say-On-Pay Proposal in all prior years. We believe that it is also important to underscore that the Compensation Committee's decisions are informed by overall Company performance as well as the input and feedback of Travelers shareholders. In light of the numerous conversations the Company has had with its largest shareholders, and the results of the Company's advisory vote on executive compensation over the years, the Company believes that a significant majority of its shareholders are supportive of the design and operation of the Company's executive compensation program. For these reasons, as discussed further below, we ask that you support our Say-on-Pay Proposal. 1 Travelers Chief Executive Officer received approximately 26% of his Total Compensation reflected in the Summary Compensation Table for the year ended December 31, 2023 pursuant to the STI program. 1 Executive Summary Travelers delivered very strong financial and operational results in 2023, building upon our exceptional results over the past decade, and Travelers' compensation decisions for 2023 were directly linked to that performance. In evaluating the Company's 2023 results, the Compensation Committee considered the Company's very strong top- and bottom-line results, despite elevated industrywide catastrophe losses and a personal lines operating environment that, while improving, was difficult during the year. The Compensation Committee also considered that, while core income and core income per diluted share increased year-over-year, core income and core inc

View Full Filing

View this DEFA14A filing on SEC EDGAR