TRAVELERS COMPANIES, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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

e) On May 24, 2023, the shareholders of The Travelers Companies, Inc. (the
"Company") approved the Company's 2023 Stock Incentive Plan (the "2023 Stock
Incentive Plan").

The 2023 Stock Incentive Plan authorizes the Compensation Committee of the Board
of Directors of the Company to grant to employees, non-employee directors,
consultants and other service providers of the Company and its affiliates
incentive-based compensation in the form of Company common stock.

The material terms of the 2023 Stock Incentive Plan are described in the
Company's definitive Proxy Statement, dated April 7, 2023, under the heading
"  Item 5 - The Travelers Companies, Inc. 2023 Stock Incentive Plan  ", which
description is incorporated herein by reference. The descriptions of the 2023
Stock Incentive Plan contained herein and in the Company's definitive Proxy
Statement do not purport to be complete and are qualified in their entirety by
reference to the 2023 Stock Incentive Plan, a copy of which is filed as
Exhibit 10.1 hereto and is incorporated by reference herein.

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

The Company held its annual meeting of shareholders on May 24, 2023. For more
information on the following proposals submitted to shareholders, see the
Company's definitive proxy statement, dated April 7, 2023. Below are the final
voting results.

Item 1 - Election of Directors

Name                               Votes For        Votes Against       Votes Abstained       Broker Non-Votes
Alan L. Beller                     177,604,743           8,607,302               363,358             18,924,822
Janet M. Dolan                     175,658,560          10,576,162               340,681             18,924,822
Russell G. Golden                  184,779,908           1,436,091               359,404             18,924,822
Patricia L. Higgins                177,878,682           8,354,959               341,762             18,924,822
William J. Kane                    180,350,302           5,858,984               366,117             18,924,822
Thomas B. Leonardi                 178,894,454           7,318,960               361,989             18,924,822
Clarence Otis Jr.                  174,038,260          12,186,682               350,461             18,924,822
Elizabeth E. Robinson              178,868,645           7,363,618               343,140             18,924,822
Philip T. Ruegger III              177,479,733           8,729,661               366,009             18,924,822
Rafael Santana                     179,747,423           6,467,827               360,153             18,924,822
Todd C. Schermerhorn               184,983,199           1,234,194               358,010             18,924,822
Alan D. Schnitzer                  176,836,080           8,835,020               904,303             18,924,822
Laurie J. Thomsen                  177,992,563           8,232,555               350,285             18,924,822
Bridget van Kralingen              184,949,733           1,266,821               358,849             18,924,822

Item 2 - Ratification of Independent Registered Public Accounting Firm

  Votes For        Votes Against       Votes Abstained      Broker Non-Votes
  197,181,751           7,950,049               368,425                     0




Item 3 - Non-Binding Vote on the Frequency of Future Votes to Approve Executive
Compensation



   1 Year          2 Years        3 Years        Votes Abstained       Broker Non-Votes
  181,450,994       287,783       4,359,206               477,420             18,924,822




Based on the results of the vote, and consistent with the Board of Directors'
recommendation, the Board of Directors of the Company has determined that future
non-binding votes of shareholders to approve the compensation of the named
executive officers will be submitted annually to the Company's shareholders
until the next non-binding shareholder vote on the frequency of shareholder
votes to approve executive compensation, or until the Board of Directors
otherwise determines a different frequency for such non-binding votes.



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Item 4 - Non-Binding Vote to Approve Executive Compensation

  Votes For        Votes Against       Votes Abstained       Broker Non-Votes
  159,725,449          26,087,701               762,253             18,924,822




Item 5 - Approval of The Travelers Companies, Inc. 2023 Stock Incentive Plan



  Votes For        Votes Against       Votes Abstained       Broker Non-Votes
  176,156,909           9,866,272               552,222             18,924,822




Item 6 - Shareholder Proposal Relating to the Issuance of a Report on GHG
Emissions



 Votes For       Votes Against       Votes Abstained       Broker Non-Votes
  27,071,101        157,646,874             1,857,428             18,924,822




Item 7 - Shareholder Proposal Relating to Policies regarding Fossil Fuel
Supplies



 Votes For       Votes Against       Votes Abstained       Broker Non-Votes
  16,215,317        167,989,223             2,370,863             18,924,822

Item 8 - Shareholder Proposal Relating to Conducting a Racial Equity Audit

 Votes For       Votes Against       Votes Abstained       Broker Non-Votes
  65,194,392        119,414,350             1,966,661             18,924,822




Item 9 - Shareholder Proposal Relating to the Issuance of a Report on Insuring
Law Enforcement



 Votes For       Votes Against       Votes Abstained       Broker Non-Votes
  19,117,273        160,958,106             6,500,024             18,924,822




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Item 9.01. Financial Statements and Exhibits.

  (d) Exhibits.




Exhibit No.    Description
  10.1           The Travelers Companies, Inc. 2023 Stock Incentive Plan was
               filed as Exhibit 4.3 to the Company's Registration Statement on
               Form S-8 (Registration No. 333-272161) dated May 24, 2023, and is
               incorporated herein by reference.

               Pursuant to Rule 406 of Regulation S-T, the cover page to this
101.1          Current 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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