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TRV > SEC Filings for TRV > Form 8-K on 11-Aug-2014All Recent SEC Filings

Show all filings for TRAVELERS COMPANIES, INC.



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financ

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 5, 2014, the Board of Directors of The Travelers Companies, Inc. (the "Company"), upon recommendation of the Company's Nominating and Governance Committee, approved an amendment and restatement of the Company's Amended and Restated Bylaws, which changes were effective immediately upon approval. Among other changes, the bylaws were revised to clarify that shareholders who seek to propose business at a shareholders' meeting, including with respect to the nomination of directors, must generally ensure that the Company receives such proposal, at its principal executive office, no less than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year's annual meeting of shareholders. In addition, the bylaws were revised to clarify the type of information that the Company may require a shareholder to submit in connection with a shareholder nomination for director.

The Board of Directors also made certain technical and conforming amendments to the bylaws, including with respect to the minimum number of board meetings required to be held each year and the adjournment of shareholder meetings. The Board of Directors also included in the bylaws language that mirrors existing Minnesota law regarding the ability of the board to act by written consent and the ability of board committees to establish subcommittees.

The foregoing summary of the amendments is qualified in its entirety by reference to the Amended and Restated Bylaws, effective as of August 5, 2014, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                 Description

3.2            Amended and Restated Bylaws of The Travelers Companies, Inc.,
               effective as of August 5, 2014 (filed herewith).

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