Travelers 2011 Annual Report Download - page 265

Item 9B. OTHER INFORMATION
Executive Ownership and Sales. All of the Company’s executive officers hold equity in the
Company in excess of the required level under the Company’s executive stock ownership policy. For a
summary of this policy as currently in effect, see ‘‘Stock Ownership Guidelines’’ under ‘‘Executive
Compensation—Compensation Discussion and Analysis’’ in the Company’s proxy statement filed with
the SEC on April 12, 2011. From time to time, some of the Company’s executives may determine that
it is advisable to diversify their investments for personal financial planning reasons, or may seek
liquidity for other reasons, and may sell shares of common stock of the Company in the open market,
in private transactions or to the Company. To effect such sales, some of the Company’s executives have
entered into, and may in the future enter into, trading plans designed to comply with the Company’s
Securities Trading Policy and the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934.
The trading plans will not reduce any of the executives’ ownership of the Company’s shares below the
applicable executive stock ownership guidelines. The Company does not undertake any obligation to
report Rule 10b5-1 plans that may be adopted by any employee or director of the Company in the
future, or to report any modifications or termination of any publicly announced plan.
As of the date of this report, Jay S. Fishman, Chairman and Chief Executive Officer, and Jay S.
Benet, Vice Chairman and Chief Financial Officer, were the only ‘‘named executive officers’’ (i.e., an
executive officer named in the compensation disclosures in the Company’s proxy statement) that have
entered into Rule 10b5-1 trading plans that remain in effect. The trading plans extend from
approximately four to thirteen months from the date of this report. Under the Company’s stock
ownership guidelines, Mr. Fishman has a target ownership level established as the lesser of
150,000 shares or the equivalent value of 500% of base salary and Mr. Benet has a target ownership
level established as the lesser of 30,000 shares or the equivalent of 300% of base salary (as such
amounts are calculated for purposes of the stock ownership guidelines). See ‘‘Executive
Compensation—Compensation Discussion and Analysis—Stock Ownership Guidelines’’ in the
Company’s proxy statement filed with the SEC on April 12, 2011.
Annual Meeting and Record Date. The Board of Directors has set the date of the 2012 Annual
Meeting of Shareholders and the related record date. The Annual Meeting will be held in Hartford,
CT on May 23, 2012, and the shareholders entitled to receive notice of and vote at the meeting will be
the shareholders of record at the close of business on March 26, 2012.
253