UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 24, 2016

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THE HANOVER INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

 



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 (17 CFR 230.425)

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

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

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





 

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



As previously announced, Frederick H. Eppinger will retire from his positions as director, President and Chief Executive Officer of The Hanover Insurance Group, Inc. (the “Company”), effective upon the assumption of such responsibilities by Joseph M. Zubretsky, which is expected to occur on June 20, 2016.  To help ensure a smooth leadership transition, Mr. Eppinger has agreed to continue to make his services available, in a limited part-time capacity, from June 20, 2016 through the end of the year.  To that end, on May 24, 2016, Mr. Eppinger entered into a transition services letter agreement (“Transition Letter”) with the Company, the material terms of which are as follows:





As previously announced, Mr. Eppinger will remain on the Board as a holdover director until succeeded by Mr. Zubretsky.  At such time, as previously agreed, Mr. Zubretsky will be appointed to the Board for a term expiring at the 2019 annual meeting of shareholders.



As previously agreed, Mr. Eppinger will remain eligible for a 2016 short-term incentive compensation award, pro-rated to reflect his tenure as CEO.



In accordance with their respective terms, any unvested equity awards then held by Mr. Eppinger will be forfeited and cancelled without consideration effective on his retirement date.



The foregoing description of the terms of the Transition Letter does not purport to be complete and is qualified in its entirety by the Transition Letter attached hereto as Exhibit 10.1, and incorporated herein by reference.



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

 

The Company held its annual meeting of shareholders on May 24, 2016.  At that meeting, the Company’s shareholders elected (i) Michael P. Angelini and Karen C. Francis to serve as directors until the 2017 annual meeting of shareholders and until their successors are duly elected and qualified; and (ii) Richard H. Booth and Joseph R. Ramrath to serve as directors until the 2019 annual meeting of shareholders and until their successors are duly elected and qualified.  At the annual meeting, the Company’s shareholders also (1) approved an advisory vote on executive compensation, and (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016. 



The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

 

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Item 1 – Election of Directors

 

 



Item 2 – Advisory Vote on Executive Compensation







Item 3 – Ratification of Independent Registered Public Accounting Firm

 

Item 9.01. Financial Statements and 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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