UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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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. ☐
Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.
On September 19, 2023, as part of its periodic review of corporate governance matters, the board of directors (the “Board”) of The Hanover Insurance Group, Inc. (the “Company”) approved and adopted amendments to the Company’s by-laws (as so amended and restated, the “By-laws”), which became effective immediately (the “By-law Amendments”).
Among other things, the By-law Amendments:
The By-law Amendments also include other conforming, technical and ministerial changes.
The foregoing description of the By-law Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which, marked to show the By-Law Amendments, is attached as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01 Other Events.
On September 19, 2023, the Board reviewed its classified structure, and as a result of that review the Board expects to put forward a proposal to the Company’s stockholders for a vote at its 2024 annual meeting of stockholders (the “2024 Annual Meeting”) to declassify the Board’s structure. The Company’s directors serve terms that are currently divided into three classes, with staggered three-year terms. The Board expects to include the declassification proposal in proxy materials for the Company’s 2024 Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished herewith.
Exhibit 3.1 Amended and Restated By-laws of The Hanover Insurance Group, Inc.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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The Hanover Insurance Group, Inc. (Registrant) |
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Date: September 21, 2023 |
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By: |
/s/ Dennis F. Kerrigan |
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Dennis F. Kerrigan |
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Executive Vice President, Chief Legal Officer and Assistant Secretary |
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