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 22, 2019 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 (Address of principal executive offices) 10017 (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): o                   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o                   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o                   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) o                   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 o 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. o 1 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On May 22, 2019, 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 3,100,000. The material terms of the 2014 Stock Incentive Plan, as amended, are described in the Company’s definitive proxy statement, dated April 5, 2019 , 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 22, 2019. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated April 5, 2019.  Below are the final voting results. Item 1 — Election of Directors Name Votes For Votes Against Votes Abstained Broker Non-Votes Alan L. Beller 202,608,903 4,087,943 469,195 30,189,362 Janet M. Dolan 198,261,325 8,502,739 401,977 30,189,362 Patricia L. Higgins 202,859,303 3,884,548 422,190 30,189,362 William J. Kane 205,794,890 909,774 461,377 30,189,362 Clarence Otis Jr. 199,890,654 6,817,504 457,883 30,189,362 Philip T. Ruegger III 201,517,313 5,175,834 472,894 30,189,362 Todd C. Schermerhorn 205,792,041 894,378 479,622 30,189,362 Alan D. Schnitzer 197,466,430 8,525,999 1,173,612 30,189,362 Donald J. Shepard 201,351,865 5,352,026 462,150 30,189,362 Laurie J. Thomsen 199,473,058 7,268,929 424,054 30,189,362 Following the Company’s annual meeting of shareholders, the independent members of the Board of Directors (the “Board”) of the Company elected Mr. Todd C. Schermerhorn to serve as the Company’s independent Lead Director. In addition, the Board appointed Mr. Philip T. Ruegger III to serve as Chair of the Nominating and Governance Committee of the Board. Mr. Schermerhorn and Mr. Ruegger replace Mr. John Dasburg and Mr. Kenneth Duberstein, respectively. Mr. Dasburg and Mr. Duberstein each 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 230,640,729 6,234,857 479,817 0 Item 3 — Non-Binding Vote to Approve Executive Compensation Votes For Votes Against Votes Abstained Broker Non-Votes 194,424,876 11,756,333 984,832 30,189,362 Item 4 — Amendment to The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan Votes For Votes Against Votes Abstained Broker Non-Votes 196,466,870 9,880,260 818,911 30,189,362 Item 5 — Shareholder Proposal Relating to a Diversity Report, Including EEOC Data Votes For Votes Against Votes Abstained Broker Non-Votes 104,285,749 100,553,963 2,326,329 30,189,362 2 Item 9.01 Financial Statements and Exhibits. (d)                        Exhibits. Exhibit No. Description 10.1 The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan 3 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 24, 2019 THE TRAVELERS COMPANIES, INC. By: /s/ Christine K. Kalla Name: Christine K. Kalla Title: Executive Vice President and General Counsel 4