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)
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