The Travelers Companies (TRV) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, with voting on eight director nominees, ratification of KPMG LLP as auditor, a non-binding say-on-pay vote, an amendment to the 2023 Stock Incentive Plan, and two shareholder proposals.

• Board recommends voting FOR all management proposals and AGAINST both shareholder proposals.

• Shareholders can vote by internet, phone, mail, or in person; advance registration and deadlines apply.

Voting matters and shareholder proposals

• Election of eight director nominees, all but one independent, with a focus on diversity and expertise.

• Ratification of KPMG LLP as independent auditor for 2026.

• Advisory vote to approve executive compensation (say-on-pay).

• Amendment to the 2023 Stock Incentive Plan to add 5 million shares, expected to cover three years of equity needs.

• Shareholder proposal for a climate-related pricing and coverage report, opposed by the Board as unnecessary and burdensome.

• Shareholder proposal for an independent board chairman, opposed by the Board to maintain flexibility in governance.

Board of directors and corporate governance

• Board consists of 10 members, with eight nominated for re-election; 7 of 8 nominees are independent.

• Board committees (Audit, Compensation, Risk, Nominating and Governance, Investment and Capital Markets) are all independent.

• Lead Independent Director has robust responsibilities, including agenda approval and shareholder engagement.

• Board refreshment and diversity emphasized; 50% of nominees are diverse, average tenure is six years.

• Proxy access and majority voting standard for director elections; no poison pill.