---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-24-061064"
form_type: "8-K"
ticker: "THG"
cik: "0000944695"
company_name: "HANOVER INSURANCE GROUP, INC."
filed_at: "2024-05-16T23:59:59+00:00"
generated_at: "2026-06-01T22:25:46.581596+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# Hanover Insurance shareholders approve board declassification, officer exculpation, bylaw changes

## Summary
- Board declassification approved with 30.7M votes for; full declassification effective by 2027 annual meeting.
- Officer exculpation under Delaware law approved with 27.8M votes for.
- Bylaw amendments modernize director nomination advance notice provisions; effective immediately.
- Three directors elected: Condrin, Egan, Lane; each received >28.3M votes for.
- Advisory vote on exec compensation passed with 29.3M for; PwC ratified as auditor for 2024.

## SEC filing metadata
- accession: 0000950170-24-061064
- form_type: 8-K
- ticker: THG
- cik: 0000944695
- company_name: HANOVER INSURANCE GROUP, INC.
- filed_at: 2024-05-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 3.03, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/944695/000095017024061064/0000950170-24-061064-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/944695/000095017024061064/thg-20240514.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-24-061064
- JSON: https://secwatch.observer/filing/0000950170-24-061064.json
- Plain text: https://secwatch.observer/filing/0000950170-24-061064.txt

## Key facts
- Governance Changes
  HANOVER INSURANCE GROUP, INC.: Board approved additional bylaw amendments to remove references to classified board structure and update director removal process, effective immediately (effective 2024-05-15).
  - Change: bylaw amendment
  - Effective: 2024-05-15
  source text: Following the Annual Meeting, on May 15, 2024, the Board approved additional amendments to the By-laws (collectively, the "Additional Amendments") to address the shareholder-approved elimination of the classified board structure, as follows: • Section 3.2 was revised to remove references to a classified board structure and indicate that the Board will be fully declassified beginning at the annual meeting of shareholders in 2027; and • Section 5.1 was amended to update the director removal process, for removal with or without cause, once the Board is fully declassified in 2027, pursuant to Delaware law.
  evidence_url: https://www.sec.gov/Archives/edgar/data/944695/000095017024061064/0000950170-24-061064-index.htm
- Governance Changes
  HANOVER INSURANCE GROUP, INC.: Shareholders approved an amendment to the bylaws to modernize director nomination process and modify advance notice provisions, effective immediately upon approval (effective 2024-05-14).
  - Change: bylaw amendment
  - Effective: 2024-05-14
  source text: At the Annual Meeting, the Company's shareholders also approved an amendment to the Company's Amended and Restated By-laws (as so amended, the "By-laws") to modernize the director nomination process and make certain changes to the advance notice provisions for director nominations, which amendment became effective immediately upon shareholder approval.
  evidence_url: https://www.sec.gov/Archives/edgar/data/944695/000095017024061064/0000950170-24-061064-index.htm
- Governance Changes
  HANOVER INSURANCE GROUP, INC.: Shareholders approved amendments to the Certificate of Incorporation to declassify the board, allow officer exculpation under DGCL Section 102(b)(7), and restate the charter for clarity and modernization (effective 2024-05-15).
  - Change: charter amendment
  - Effective: 2024-05-15
  source text: On May 15, 2024, the Company filed with the Secretary of State of the State of Delaware the amended and restated Certificate of Incorporation (the "Amended and Restated Charter"), which reflects the Charter Amendments.
  evidence_url: https://www.sec.gov/Archives/edgar/data/944695/000095017024061064/0000950170-24-061064-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.