Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 7, 2022, the Board of Directors of The Travelers Companies, Inc. (the "Company") approved an amendment and restatement of the Company's bylaws effective immediately. Among other things, the amendments update certain provisions of Article II, Sections 10 and 11 regarding the procedure and disclosure required in connection with shareholder director nominations and business proposals, including to address newly adopted Rule 14a-19 of the Securities Exchange Act of 1934, as amended. Such updates include, without limitation, requiring a nominating shareholder to represent whether it intends to solicit proxies in accordance with Rule 14a-19 and to provide reasonable evidence that it has satisfied Rule 14a-19, along with additional background information and disclosures regarding, among other things, nominating shareholders, proposed director candidates, and other persons related to a shareholder's solicitation of proxies. In addition, the amendments reflect other administrative, ministerial and conforming revisions.

The foregoing summary of the amendments is qualified in its entirety by reference to the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



 Exhibit Description

   3.2     Bylaws of The Travelers Companies, Inc., as Amended and Restated
         December 7, 2022 (filed herewith).
 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

© Edgar Online, source Glimpses