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, 2021, the shareholders of The Travelers Companies, Inc. (the
"Company") approved an amendment to The Travelers Companies, Inc. Amended and
Restated 2014 Stock Incentive Plan (the "2014 Stock Incentive Plan") at the
Company's annual meeting of shareholders. The amendment increases the number of
shares authorized for issuance under the 2014 Stock Incentive Plan by 2,400,000.
The material terms of the 2014 Stock Incentive Plan, as amended, are described
in the Company's   definitive proxy statement, dated April 2, 2021  , under the
heading "Item 4 - Amendment to The Travelers Companies, Inc. Amended and
Restated 2014 Stock Incentive Plan", which is incorporated herein by reference.



The 2014 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, 2021. For more
information on the following proposals submitted to shareholders, see the
Company's definitive proxy statement, dated April 2, 2021. Below are the final
voting results.

Item 1 - Election of Directors





Name                             Votes For        Votes Against       Votes Abstained       Broker Non-Votes
Alan L. Beller                   194,319,273           9,402,814               405,435             21,043,471
Janet M. Dolan                   194,902,921           8,854,674               369,927             21,043,471
Patricia L. Higgins              194,491,460           9,262,880               373,182             21,043,471
William J. Kane                  199,886,922           3,826,417               414,183             21,043,471
Thomas B. Leonardi               203,049,734             665,008               412,780             21,043,471
Clarence Otis Jr.                197,052,152           6,674,296               401,074             21,043,471

Elizabeth E. Robinson            201,029,317           2,590,908               507,297             21,043,471
Philip T. Ruegger III            197,364,548           6,350,635               412,339             21,043,471
Todd C. Schermerhorn             201,891,384           1,839,040           

   397,098             21,043,471
Alan D. Schnitzer                193,193,531           9,472,345             1,461,646             21,043,471
Laurie J. Thomsen                194,206,361           9,543,690               377,471             21,043,471

Item 2 - Ratification of Independent Registered Public Accounting Firm





  Votes For        Votes Against       Votes Abstained      Broker Non-Votes
  217,085,205           7,671,021               414,767                     0

Item 3 - Non-Binding Vote to Approve Executive Compensation





  Votes For        Votes Against       Votes Abstained       Broker Non-Votes
  192,700,339          10,643,512               783,671             21,043,471

Item 4 - Amendment to The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan





  Votes For        Votes Against       Votes Abstained       Broker Non-Votes
  196,265,608           7,197,909               664,005             21,043,471




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Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits.




Exhibit No.                                 Description
                The Travelers Companies, Inc. Amended and Restated 2014 Stock
  10.1        Incentive Plan.

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

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




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