TRV Travelers Companies, Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

e) 
On May 20, 2026, the shareholders of The Travelers Companies, Inc. (the “Company”) approved an amendment to The
Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”) at the Company’s
annual meeting of shareholders. The amendment increases the number of shares authorized for issuance under the 2023 Stock Incentive Plan
by 5,000,000 shares. The material terms of the 2023 Stock Incentive Plan, as amended, are described in the Company’s  definitive Proxy Statement, dated April 7, 2026 , under the heading “Item 4 — Amendment to The Travelers Companies, Inc. Amended
and Restated 2023 Stock Incentive Plan”, which is incorporated herein by reference.

The
2023 Stock Incentive Plan , as amended, is filed as Exhibit 10.1 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 20, 2026.
For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated April
7, 2026. Below are the final voting results.

Item 1 — Election of Directors

Name

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

Russell G. Golden

168,238,679

1,639,828

319,720

19,515,425

Thomas B. Leonardi

153,419,673

16,264,670

513,884

19,515,425

Clarence Otis Jr.

160,722,985

9,063,326

411,916

19,515,425

Elizabeth E. Robinson

164,661,733

5,140,320

396,174

19,515,425

Todd C. Schermerhorn

168,340,221

1,525,966

332,040

19,515,425

Alan D. Schnitzer

162,326,012

7,561,754

310,461

19,515,425

Bridget van Kralingen

168,566,054

1,323,649

308,524

19,515,425

David S. Williams

169,179,519

699,251

319,457

19,515,425

Item 2 — Ratification of Independent Registered Public
Accounting Firm

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

176,385,126

13,020,934

307,592

0

Item 3 — Non-Binding Vote to Approve Executive Compensation

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

157,619,183

11,431,214

1,147,830

19,515,425

Item 4 — Amendment to The Travelers Companies, Inc. Amended
and Restated 2023 Stock Incentive Plan

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

124,148,482

45,264,986

784,759

19,515,425

1

Item 5 — Shareholder Proposal Relating to a Report on
Climate-Related Pricing and Coverage Decisions

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

24,894,789

143,415,990

1,887,488

19,515,425

Item
6 — Shareholder Proposal Relating to an Independent Board Chairman

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

36,359,133

132,910,022

929,072

19,515,425

Item 9.01. Financial Statements and
Exhibits.

(d)

Exhibits.

Exhibit No.

Description

10.1

The Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan.

101.1

Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL.

104.1

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101.1.)

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