Travelers 2012 Annual Report Download - page 270

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 ‘‘Compensation Discussion and Analysis—Stock
Ownership Guidelines’’ in the Company’s proxy statement filed with the Securities and Exchange
Commission (SEC) on April 10, 2012. 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 five to ten 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 value of 300% of base salary (as such amounts are calculated
for purposes of the stock ownership guidelines). See ‘‘Compensation Discussion and Analysis—Stock
Ownership Guidelines’’ in the Company’s proxy statement filed with the SEC on April 10, 2012.
Annual Meeting and Record Date. The Board of Directors has set the date of the 2013 Annual
Meeting of Shareholders and the related record date. The Annual Meeting will be held in
Hartford, CT on May 22, 2013, 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 25, 2013.
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