HARTFORD FINANCIAL SERVICES GROUP INC/DE FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  (d) On May 15, 2013, the board of directors (the "Board") of The Hartford Financial Services Group, Inc. (the "Company") elected Virginia P. Ruesterholz as a new director of the Board, effective immediately. Ms. Ruesterholz was appointed to serve on the Board's Audit Committee and Finance, Investment and Risk Management Committee ("FIRMCo").  Ms. Ruesterholz does not have a direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K.  Ms. Ruesterholz will receive, as part of her compensation, $2,500 for each Board meeting attended and, with the exception of FIRMCo, $2,000 for each committee meeting attended. As compensation for her 2013-2014 Board service year, she will also receive an annual cash retainer of $65,000, payable immediately, and a restricted stock award valued at $150,000 that will be granted on the second trading day following the filing of the Company's Form 10-Q for the second quarter of 2013, based on the Company's closing stock price on the grant date. The award will fully vest on the last day of the 2013-2014 Board service year. The Company also will provide Ms. Ruesterholz with $100,000 of Group Term Life and $750,000 of Accidental Death and Dismemberment insurance and will reimburse her for all travel expenses incurred in connection with her Board service.   

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 15, 2013. Shareholders voted as follows on the matters presented for a vote.

1. The nominees for election to the Company's Board of Directors were elected to hold office until the 2014 annual meeting of shareholders and until their successors are duly elected and qualified, based upon the following votes:

                                                                                                                       Broker Nominee                                Votes For              Votes Against            Votes Abstained             Non-Votes ROBERT B. ALLARDICE, III              319,099,344                4,566,376                  5,470,187              47,239,547 TREVOR FETTER                         319,071,116                5,420,677                  4,644,114              47,239,547 PAUL G. KIRK, JR.                     293,685,166               30,785,082                  4,665,659              47,239,547 LIAM E. MCGEE                         307,992,661               15,612,300                  5,530,946              47,239,547 KATHRYN A. MIKELLS                    318,097,797                6,421,159                  4,616,951              47,239,547 MICHAEL G. MORRIS                     304,222,038               20,322,372                  4,591,497              47,239,547 THOMAS A. RENYI                       317,792,822                6,705,025                  4,638,060              47,239,547 CHARLES B. STRAUSS                    309,900,778               14,616,462                  4,618,667              47,239,547 H. PATRICK SWYGERT                    284,379,823               40,091,821                  4,664,263              47,239,547   

2. The proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013 was approved based on the following votes:

                                                                       Broker               Votes For      Votes Against     Votes Abstained      Non-Votes               359,589,277      12,007,179            4,778,998           0  

3. The proposal to consider and approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement was approved based on the following votes:

                                                                       Broker             Votes For      Votes Against     Votes Abstained       Non-Votes             277,907,620      46,032,838            5,195,449       47,239,547  

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