Summary of HARTFORD FINANCIAL SERVICES GROUP INC/DE

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 27, 2009, at the Annual Meeting of Stockholders of The Hartford Financial Services Group, Inc. (the "Company"), the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate") to increase the number of authorized shares of common stock from 750,000,000 to 1,500,000,000. On June 1, 2009, the Company filed a Certificate of Amendment to the Certificate with the State of Delaware for the purpose of amending the Certificate in accordance with the vote of the Company's shareholders. The Certificate, as amended, is attached as Exhibit 3.1. Item 7.01 Regulation FD Disclosure.
On May 27, 2009, The Hartford held its Annual Meeting of Stockholders. The following matters were considered and voted upon: (1) the election of nine directors, each to serve on the Company's Board of Directors until the next Annual Meeting of Stockholders and the election and qualifications of his or her successor; (2) a proposal to ratify the appointment of the Company's independent auditors, Deloitte & Touche LLP, for the fiscal year ending December 31, 2009;
(3) a proposal to amend the Company's amended and restated certificate of incorporation to increase the number of authorized shares of common stock; and
(4) a proposal to amend the Company's Employee Stock Purchase Plan to increase the number of shares authorized thereunder. Only stockholders of record as of the close of business on March 30, 2009 were entitled to vote at the Annual Meeting. As of March 30, 2009, 325,434,759 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. Set forth below is the vote tabulation relating to the four items presented to the stockholders at the Annual Meeting:

(1) The stockholders elected each of the nine nominees to the Board of Directors:

                                                                          Votes Cast
Names of Director Nominees                               For                  Against            Abstained
Robert B. Allardice, III                               259,869,695             13,580,042         1,633,131
Ramani Ayer                                            254,999,472             18,519,698         1,563,698
Trevor Fetter                                          252,162,627             21,290,622         1,629,619
Edward J. Kelly, III                                   252,189,228             21,305,841         1,587,800
Paul G. Kirk, Jr.                                      249,956,627             23,593,971         1,532,270
Gail J. McGovern                                       256,774,330             16,736,289         1,572,250
Michael G. Morris                                      251,217,401             22,275,873         1,589,594
Charles B. Strauss                                     257,573,356             15,901,933         1,607,579
H. Patrick Swygert                                     248,684,769             24,774,020         1,624,079

(2) The stockholders ratified the appointment of the Company's independent auditors:

Shares For:                                            271,416,380
Shares Against:                                          3,010,714
Shares Abstained:                                          655,774

(3) The stockholders approved the amendment to the Company's amended and restated certificate of incorporation:

Shares For:                                            237,729,423
Shares Against:                                         36,377,434
Shares Abstained:                                          976,011

(4) The stockholders approved the amendment to the Company's Employee Stock Purchase Plan:

Shares For:                                            202,533,006
Shares Against:                                          4,748,436
Shares Abstained:                                          353,201