Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): May 21, 2025     The Travelers Companies, Inc. (Exact name of registrant as specified in its charter )       Minnesota (State or other jurisdiction of incorporation)    001-10898 (Commission File Number)   41-0518860 (IRS Employer Identification No.)   485 Lexington Avenue New York , New York 10017 (Address of principal executive offices) (Zip code)   ( 917 ) 778-6000 (Registrant’s telephone number, including area code)   Not Applicable (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):   ¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common stock, without par value   TRV   New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company    ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨           Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   e)  On May 21, 2025, the shareholders of The Travelers Companies, Inc. (the “Company”) approved an amendment to The Travelers Companies, Inc. 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 2,100,000 shares. The material terms of the 2023 Stock Incentive Plan, as amended, are described in the Company’s  definitive Proxy Statement, dated April 4, 2025 , under the heading “Item 4 — Amendment to The Travelers Companies, Inc. 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 21, 2025. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated April 4, 2025. Below are the final voting results.   Item 1 — Election of Directors   Name Votes For Votes Against Votes Abstained Broker Non-Votes Russell G. Golden 179,012,942 1,110,035 286,022 20,346,144 Thomas B. Leonardi 172,036,335 8,055,081 317,583 20,346,144 Clarence Otis Jr. 173,529,082 6,456,372 423,545 20,346,144 Elizabeth E. Robinson 178,135,093 1,915,186 358,720 20,346,144 Rafael Santana 177,470,923 2,514,053 424,023 20,346,144 Todd C. Schermerhorn 178,827,042 1,297,077 284,880 20,346,144 Alan D. Schnitzer 170,170,953 9,953,404 284,642 20,346,144 Laurie J. Thomsen 171,948,420 8,198,335 262,244 20,346,144 Bridget van Kralingen 178,531,887 1,613,086 264,026 20,346,144 David S. Williams 179,076,977 1,045,016 287,006 20,346,144   Following the Company’s annual meeting of shareholders, the independent members of the Company’s Board of Directors (the “Board”) appointed Mr. Russell G. Golden to serve as Chair of the Audit Committee of the Board. Mr. Golden replaced Mr. Kane, who retired from the Board effective as of the Company’s annual meeting of shareholders.   Item 2 — Ratification of Independent Registered Public Accounting Firm   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 189,639,051   10,863,745   252,347   0   Item 3 — Non-Binding Vote to Approve Executive Compensation   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 169,683,984   9,900,033   824,982   20,346,144   Item 4 — Amendment to The Travelers Companies, Inc. 2023 Stock Incentive Plan   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 172,652,713   7,110,073   646,213   20,346,144   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 22,459,146   156,405,642   1,544,211   20,346,144   Item 6 — Shareholder Proposal Relating to Ratification of Golden Parachutes   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 75,356,398   104,262,135   790,466   20,346,144   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.)   2     SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   Date: May 23, 2025 THE TRAVELERS COMPANIES, INC.         By:  /s/ Christine K. Kalla     Name: Christine K. Kalla     Title: Executive Vice President and General Counsel   3