UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 19, 2016

The Travelers Companies, Inc.

(Exact name of registrant as specified in its charter)

(917) 778-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(e)                                  On May 19, 2016, the shareholders of The Travelers Companies, Inc. (the “Company”) approved an amendment to The Travelers Companies, Inc. 2014 Stock Incentive Plan (the “2014 Stock Incentive Plan”) at the Company’s annual meeting of shareholders.  The amendment:

·                  increases the number of shares authorized for issuance under the 2014 Stock Incentive Plan by 4,400,000; and

·                  prohibits the payment of dividends or dividend equivalents on stock options and stock appreciation rights granted under the 2014 Stock Incentive Plan.

The material terms of the 2014 Stock Incentive Plan, as amended (the “Amended and Restated 2014 Stock Incentive Plan”), are described in the Company’s definitive proxy statement, dated April 1, 2016, under the heading “Item 4 — Amendment to The Travelers Companies, Inc. 2014 Stock Incentive Plan”, which is incorporated herein by reference.

The Amended and Restated 2014 Stock Incentive Plan is filed as Exhibit 10.1 hereto.

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

The Company held its annual meeting of shareholders on May 19, 2016.  For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement dated April 1, 2016.  Below are the final voting results.

Item 1 — Election of Directors

Item 2 — Ratification of Independent Registered Public Accounting Firm

Item 3 — Non-Binding Vote to Approve Executive Compensation

Item 4 —Amendment to the Company’s 2014 Stock Incentive Plan

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Item 5 — Shareholder Proposal Relating to Political Contributions and Expenditures

Item 6 — Shareholder Proposal Relating to Lobbying

Item 9.01.  Financial Statements and Exhibits.

(d)                                 Exhibits.

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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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INDEX TO EXHIBITS

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