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

The Hanover Insurance Group, Inc. (the "Company") held its annual meeting of shareholders on May 11, 2021 (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders elected each of Kevin J. Bradicich, J. Paul Condrin III, Cynthia L. Egan and Kathleen S. Lane to serve as a director in the class of directors whose terms expire at the 2024 annual meeting of shareholders, and Harriett "Tee" Taggart to serve in the class of directors whose terms expire at the 2023 annual meeting of shareholders, and until their successors are duly elected and qualified. At the Annual Meeting, the Company's shareholders also approved an advisory vote on executive compensation and ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent, registered public accounting firm for 2021.

The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:

Item 1 - Election of Directors



                                                                         Broker
 Name                    Votes For    Votes Against   Votes Abstained   Non-Votes
Kevin J. Bradicich       30,541,190      53,140           18,536        1,666,004
J. Paul Condrin III      30,534,726      58,516           19,624        1,666,004
Cynthia L. Egan          29,592,607      993,698          26,561        1,666,004
Kathleen S. Lane         29,924,322      670,105          18,439        1,666,004
Harriett "Tee" Taggart   30,187,836      405,773          19,257        1,666,004

Item 2 - Advisory Vote on Executive Compensation



Votes For    Votes Against   Votes Abstained   Broker Non-Votes
29,898,785      670,780          43,301           1,666,004

Item 3 - Ratification of Independent, Registered Public Accounting Firm



 Votes For   Votes Against   Votes Abstained
31,699,001      559,818          20,051


Item 8.01 Other Events.

On May 11, 2021, the Company's Board of Directors increased the existing share repurchase authorization by $400 million to $1.3 billion (the "Share Repurchase Program"). The Company now has approximately $435 million remaining under the Share Repurchase Program. Repurchases under the Share Repurchase Program may be made at the Company's discretion from time to time using open market purchases, privately negotiated transactions, accelerated repurchase programs or other transactions. The Share Repurchase Program has no time limit and does not obligate the Company to make any repurchases.

A copy of the press release announcing the increase in the share repurchase authorization is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference in this Item 8.01.

Item 9.01 Financial Statements and Exhibits.



(a) Not applicable.




(b) Not applicable.




(c) Not applicable.




(d) Exhibits.




Exhibit No.     Document

Exhibit 99.1      Press Release, dated May 11, 2021, announcing the Board of
                Director's authorization to increase the Company's stock repurchase
                program by $400 million.
Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL
                document).





                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses