Form 8-K HARTFORD FINANCIAL SERVI For: Aug 15
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): August 15, 2022
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
The Hartford Financial Services Group, Inc.
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (860) 547-5000
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 15, 2022, the board of directors (the "Board") of The Hartford Financial Services Group, Inc. (the "Company") elected Edmund Reese as director of the Board effective on October 17, 2022. Mr. Reese was appointed to serve on the Board’s Audit Committee and its Finance, Investment and Risk Committee effective October 17, 2022.
The Board has determined that Mr. Reese does not have a direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K, and that he meets the applicable independence requirements of the New York Stock Exchange and the Company's Corporate Governance Guidelines.
As compensation for the remainder of the 2022-2023 Board service year, Mr. Reese will receive a pro rata portion of the Company’s annual cash retainer for non-management directors of $110,000 in the amount of $64,400 and a pro rata portion of the Company’s equity compensation annual retainer of $180,000 in the form of restricted stock units valued at $105,300. The restricted stock units will be granted on the second trading day following the filing of the Company’s Form 10-Q for the quarter ended September 30, 2022, based on the Company’s closing stock price on the grant date.
In addition, Mr. Reese will participate in other non-management director compensation arrangements described in the Company’s 2022 proxy statement, including receiving $100,000 of Group Term Life and $750,000 of Accidental Death and Dismemberment insurance and reimbursement for all travel expenses incurred in connection with his Board service.
Item 9.01 Financial Statements and Exhibits
Exhibit No. | |||||
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. |
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. | ||||||||||||||
August 16, 2022 | By: | /s/ Donald C. Hunt | ||||||||||||
Name: Donald C. Hunt | ||||||||||||||
Title: Senior Vice President and Corporate Secretary | ||||||||||||||
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