8-KMaterial AgreementsExhibits & Filings

TRAVELERS COMPANIES, INC. 8-K Report, Material Agreement (May 9, 2005)

Filed May 9, 2005For Securities:TRV

Summary

This Form 8-K filing from The St. Paul Travelers Companies, Inc. (TRV) on May 9, 2005, details the entry into a material definitive agreement concerning equity compensation for its non-employee directors. Specifically, on May 3, 2005, the Compensation and Governance Committee approved annual equity grants to newly elected non-employee directors. These grants include deferred common stock units valued at $50,000 and stock options to purchase shares at a specified price. These grants are part of the company's established compensation program and stock incentive plan. Investors should note the specific details of the grants, including the number of units, option exercise price, and their valuation, as these represent a form of compensation for the company's directors. The filing incorporates by reference the detailed agreements and plans governing these equity awards, providing transparency into director compensation structures.

Key Highlights

  • 1The St. Paul Travelers Companies, Inc. entered into a material definitive agreement on May 3, 2005.
  • 2Non-employee directors elected to the Board on May 3, 2005, received equity grants.
  • 3Each non-employee director received an award of 1,390 deferred common stock units, valued at $50,000 based on the May 2, 2005 closing price.
  • 4Each non-employee director also received stock options to purchase 4,237 shares of common stock.
  • 5The stock option exercise price was set at $35.98 per share.
  • 6The aggregate Black-Scholes valuation for the stock options granted was $40,000.
  • 7These grants were made under the company's compensation program and the 2004 Stock Incentive Plan.

Frequently Asked Questions

Non-employee directors are being awarded a combination of deferred common stock units and stock options as part of their annual equity compensation.

Each non-employee director received deferred common stock units valued at $50,000 and stock options with an aggregate Black-Scholes valuation of $40,000, for a total equity grant value of $90,000.

The equity grants are being issued pursuant to the Board's compensation program, resolutions of the Compensation Committee, and The St. Paul Travelers Companies, Inc. 2004 Stock Incentive Plan.

More detailed information can be found in The St. Paul Travelers Companies, Inc. Non-Employee Director Annual Equity Grant Notification and Agreement (Exhibit 10.1 to this Form 8-K), the 2004 Stock Incentive Plan (filed as Exhibit 10.4 to the Form 10-Q for the quarter ended September 30, 2004), and The St. Paul Travelers Companies, Inc. Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 99.2 of the Form S-8 dated December 3, 2004).