Form 8-K - Current report

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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, 2024

 

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware			001-13958						13-3317783
(State or Other Jurisdiction of Incorporation)			(Commission File Number)						(IRS Employer Identification No.)

The Hartford Financial Services Group, Inc.

One Hartford Plaza, Hartford, Connecticut 06155

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]

 

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			HIG			The New York Stock Exchange
6.10% Notes due October 1, 2041			HIG 41			The New York Stock Exchange
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 6.000% Non-Cumulative Preferred Stock, Series G, par value $0.01 per share			HIG PR G			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As further described below in Item 5.07 of this Current Report on Form 8-K (“Form 8-K”), at the 2024 annual meeting of the shareholders of The Hartford Financial Service Group, Inc. (the “Company”), the Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to limit the liability of certain officers of the Company, as permitted by recent amendments to the Delaware General Corporation law (the “Charter Amendment”). The Board of Directors of the Company previously approved the Charter Amendment, subject to shareholder approval at the 2024 annual meeting. On May 16, 2024, the Company filed the Charter Amendment with the Delaware Secretary of State, which became effective upon filing. The foregoing description is a summary only, and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, which is being filed as Exhibit 3.1 to this Form 8-K.

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

The Company held its annual meeting of shareholders on May 15, 2024. Shareholders voted as follows on the matters presented for a vote:

1.The nominees for election to the Company’s Board of Directors were elected to hold office until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified, based upon the following votes:

Nominee			Votes For			Votes Against			Votes Abstained			Broker Non-Votes
LARRY DE SHON			247,144,115			6,484,743			877,576			17,312,884
CARLOS DOMINGUEZ			245,597,248			8,049,719			859,467			17,312,884
TREVOR FETTER			241,413,264			12,826,609			266,561			17,312,884
DONNA JAMES			248,614,242			5,660,393			231,799			17,312,884
EDMUND REESE			252,652,360			1,594,172			259,902			17,312,884
TERESA ROSEBOROUGH			242,885,832			11,389,940			230,662			17,312,884
VIRGINIA RUESTERHOLZ			244,728,971			9,540,505			236,958			17,312,884
CHRISTOPHER SWIFT			236,009,062			16,833,099			1,664,273			17,312,884
MATTHEW WINTER			246,098,427			8,163,980			244,027			17,312,884
GREIG WOODRING			252,350,896			1,905,401			250,137			17,312,884

2.The proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 was approved based on the following votes:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
259,755,465			11,899,965			163,888			—

3.The proposal to consider and approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement was approved based on the following votes:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
229,759,642			23,352,736			1,394,056			17,312,884

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4.The management proposal to amend the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company, as permitted by recent amendments to Delaware law, was approved based on the following votes:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
215,464,806			38,690,711			350,917			17,312,884

Item 9.01     Financial Statements and Exhibits

Exhibit No.
3.1			Certificate of Amendment to the Restated Certificate of Incorporation.
101			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104			The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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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.

The Hartford Financial Services Group, Inc.

May 16, 2024

By:

/s/ Terence Shields

Name: Terence Shields

Title: Senior Vice President & Corporate Secretary

CERTIFICATE OF AMENDMENT

OF RESTATED CERTIFICATE OF INCORPORATION

OF

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.Article SIXTH of the Restated Certificate of Incorporation of the Corporation is hereby deleted in its entirety and replaced with the following:

ARTICLE SIXTH

To the fullest extent permitted by applicable law as then in effect, no director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law (DGCL) as the same exists or may hereafter be amended. Any repeal or modification of Section 102(b)(7) of the DGCL or of this ARTICLE SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. For purposes of this ARTICLE SIXTH, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL as the same exists or may hereafter be amended.

2.This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this 16 day of May 2024.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

By: /s/ Terence Shields

                            Name: Terence Shields

Title: Senior Vice President and Corporate Secretary

213097950_1 LAW

Cover Document and Entity Information	May 15, 2024
Document Type	8-K
Document Period End Date	May 15, 2024
Entity Registrant Name	THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-13958
Entity Tax Identification Number	13-3317783
Entity Address, Address Line One	One Hartford Plaza
Entity Address, City or Town	Hartford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06155
City Area Code	(860)
Local Phone Number	547-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000874766
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Common Stock, par value $0.01 per share [Member]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	HIG
Security Exchange Name	NYSE
6.10% Notes due October 1, 2041 [Member]
Title of 12(b) Security	6.10% Notes due October 1, 2041
Trading Symbol	HIG 41
Security Exchange Name	NYSE
Depositary Shares, Each Representing a 1/1,00th Interest in a Share of 6.000% Non-Cumulative Preferred Stock, Series G, par value $0.01 per share [Member]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 6.000% Non-Cumulative Preferred Stock, Series G, par value $0.01 per share
Trading Symbol	HIG PR G
Security Exchange Name	NYSE

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