As filed with the Securities and Exchange Commission on June 10, 2019
Registration Number333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
THE TRAVELERS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Minnesota | 41-0518860 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
485 Lexington Avenue
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
THE TRAVELERS COMPANIES, INC.
AMENDED AND RESTATED
2014 STOCK INCENTIVE PLAN
(Full title of the plan)
Christine K. Kalla
Executive Vice President and General Counsel
The Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651)310-7911
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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 7(a)(2)(B) of the Securities Act. ☐
Calculation of Registration Fee
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Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price | Amount of registration fee | ||||
Common Stock, without par value | 5,000,000 shares | $145.86 | $729,300,000 | $88,391.16 | ||||
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(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of common stock, without par value (the “Common Stock”) of The Travelers Companies, Inc. (the “Company”). |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act based on the average of the high and low sales prices per share of the Company’s Common Stock on June 3, 2019, as reported on the New York Stock Exchange. |
Explanatory Note
This Registration Statement on FormS-8 is being filed for the purpose of registering an additional 5,000,000 shares of Common Stock of The Travelers Companies, Inc. (the “Company”) to be issued pursuant to the Company’s Amended and Restated 2014 Stock Incentive Plan (the “Plan”). In accordance with Section E of the General Instructions to FormS-8, the Registration Statements on FormS-8 previously filed with the Securities and Exchange Commission relating to the Company’s Amended and Restated 2004 Stock Incentive Plan (Registration Statement Nos.333-176002,333-164972 and333-117726) and relating to the Plan (Registration Statement Nos.333-218874,333-212078 and333-196290), including the information contained therein, are incorporated by reference herein.
Part II—Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission (the “SEC”) by the Company are incorporated in this Registration Statement by reference:
(1) |
(2) |
(3) | The Company’s current report onForm 8-K filed with the SEC on March 4, 2019; |
(4) | The Company’s current report onForm 8-K filed with the SEC on May 24, 2019; and |
(5) | The description of the Company’s Common Stock contained in its registration statement onForm 8-A, filed on October 17, 1991, including any amendments or supplements thereto. |
All reports and other documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold (other than information deemed to have been “furnished” rather than “filed” in accordance with the SEC’s rules) shall be deemed to be incorporated by reference in and to be a part of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein shall be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Wendy C. Skjerven, Esq., Vice President, Corporate Secretary and Group General Counsel of the Company, has given her opinion about certain legal matters affecting the Plan in this Registration Statement. Ms. Skjerven owns, or has the right to acquire, a number of shares of the Company’s Common Stock which represents less than 1% of the total outstanding Common Stock of the Company. Ms. Skjerven participates in the Plan.
Item 6. Indemnification of Directors and Officers
The Company is subject to Minnesota Statutes, Chapter 302A. Minnesota Statutes, Section 302A.521, provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity (as defined in Section 302A.521) of such person against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan), settlements and reasonable expenses (including attorneys’ fees and disbursements), incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person (1) has not been indemnified therefor by another organization or
employee benefit plan; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed that the conduct was in the best interests of the corporation in the case of acts or omissions in such person’s official capacity for the corporation, or, in the case of acts or omissions in such person’s official capacity for other affiliated organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation.
The bylaws of the Company provide that it will indemnify and make permitted advances to a person made or threatened to be made a party to a proceeding by reason of his former or present official capacity against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements and reasonable expenses (including, without limitation, attorneys’ fees and disbursements) incurred by him in connection with the proceeding in the manner and to the fullest extent permitted or required by Section 302A.521.
The Company has directors’ and officers’ liability insurance policies, in amounts deemed appropriate and subject to various deductibles, conditions and limitations.
Item 8. Exhibits
The following is a complete list of Exhibits filed or incorporated by reference as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on June 10, 2019.
THE TRAVELERS COMPANIES, INC. (Registrant) | ||||||
By: | /s/ Christine K. Kalla | |||||
Name: | Christine K. Kalla | |||||
Title: | Executive Vice President and General Counsel |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Date: June 10, 2019 | /s/ Alan D. Schnitzer | |||
Alan D. Schnitzer, Director, Chairman and Chief Executive Officer (Principal Executive Officer) | ||||
Date: June 10, 2019 | /s/ Daniel S. Frey | |||
Daniel S. Frey, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||
Date: June 10, 2019 | /s/ Douglas K. Russell | |||
Douglas K. Russell, Senior Vice President and Corporate Controller (Principal Accounting Officer) |
Alan L. Beller, Director*
Janet M. Dolan, Director*
Patricia L. Higgins, Director*
William J. Kane, Director*
Clarence Otis Jr., Director*
Philip T. Ruegger III, Director*
Todd C. Schermerhorn, Director*
Donald J. Shepard, Director*
Laurie J. Thomsen, Director*
*Christine K. Kalla, by signing her name hereto, does hereby sign this document on behalf of herself and each of the above named directors of the Company pursuant to powers of attorney duly executed by such persons (set forth in Exhibit 24 to this Registration Statement).
/s/ Christine K. Kalla |
Christine K. Kalla (For herself and asattorney-in-fact) |
Date: June 10, 2019