form8k.htm



 

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 15, 2012
 
______________
 
 
THE HANOVER INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
 
1-13754
 
04-3263626
(State or other jurisdiction
 
(Commission File Number)
 
(I.R.S.Employer
of incorporation)
     
Identification No.)
 
440 Lincoln Street, Worcester, Massachusetts 01653
 
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (508) 855-1000
 
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:
 
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
 



 
 
 
Item 5.07- Submission of Matters to a Vote of Security Holders.
 
 
The Hanover Insurance Group, Inc. (“THG”) held its annual meeting of shareholders on May 15, 2012.  At that meeting, THG’s shareholders elected each of THG’s nominees for director to hold office until the 2015 annual meeting of shareholders and until their successors are duly elected and qualified.  THG’s shareholders also (i) approved the Company’s 2006 Long-Term Incentive Plan to comply with §162(m) of the Internal Revenue Code, (ii) approved an advisory vote on executive compensation, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as THG’s independent registered public accounting firm for 2012.  The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
 
Item 1 – Election of Directors
 
Name
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
 
                   
Frederick H. Eppinger
 
33,443,437
 
1,124,619
 
19,967
 
2,759,745
 
Joseph R. Ramrath
 
33,936,898
 
632,265
 
18,860
 
2,759,745
 
Harriett “Tee” Taggart
 
33,955,985
 
614,954
 
17,084
 
2,759,745
 
 

Item2 – Approval of the 2006 Long-Term Incentive Plan to comply with §162(m) of the Internal Revenue Code

Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
 
               
32,062,380
 
2,495,305
 
30,338
 
2,759,745
 


Item 3 – Advisory Vote on Executive Compensation

Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
 
               
33,490,006
 
1,047,005
 
51,012
 
2,759,745
 


Item 4 – Ratification of Independent Registered Public Accounting Firm
 
Votes For
 
Votes Against
 
Votes Abstained
 
           
36,672,029
 
652,822
 
22,917
 
 
2


 
 

 



 
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.
 
The Hanover Insurance Group, Inc.
(Registrant)

Date: May 15, 2012
By:
/s/ J. Kendall Huber
 
J. Kendall Huber
 
Executive Vice President,
 
General Counsel
   

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3