Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2026
THE HANOVER INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-13754
04-3263626
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
440 Lincoln Street, Worcester, Massachusetts
(Address of principal executive offices)
01653
(Zip Code)
(508)855-1000
Registrant’s telephone number, including area code:
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 Symbols
Name of each exchange on which registered
Common Stock, $.01 par value
THG
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(c) On May 13, 2026, the Board of Directors of The Hanover Insurance Group, Inc. (the “Company”) appointed Patricia A. Norton-Gatto, Senior Vice President and Corporate Controller, to assume the role of Principal Accounting Officer effective on that date. Accordingly, Jeffrey M. Farber, 62, the Company’s Executive Vice President and Chief Financial Officer will no longer serve in the role of Principal Accounting Officer.
Ms. Norton-Gatto, 58, joined the Company in 1993 and most recently served as Senior Vice President, Corporate Controller, a role she started in February 2025. Prior to that, Ms. Norton-Gatto served as the Vice President and Assistant Controller since 2007. She held various roles at the Company after beginning her career at KPMG Peat Marwick in 1990. Ms. Norton-Gatto is a Certified Public Accountant.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 12, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected each of Francisco A. Aristeguieta, Kevin J. Bradicich, Theodore H. Bunting, Jr., Jane D. Carlin, William E. Donnell, Joseph R. Ramrath, John C. Roche, and Elizabeth A. Ward, each to serve as a director until the next annual meeting of shareholders and until their successors are duly elected and qualified; (ii) approved an advisory vote on executive compensation; and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent, registered public accounting firm for 2026.
The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
Item 1 – Election of Directors
Name
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
Francisco A. Aristeguieta
28,872,295
69,368
22,386
2,389,714
Kevin J. Bradicich
28,808,600
138,718
16,731
2,389,714
Theodore H. Bunting, Jr.
28,911,362
35,570
17,117
2,389,714
Jane D. Carlin
28,833,529
111,183
19,337
2,389,714
William E. Donnell
28,910,651
33,238
20,160
2,389,714
Joseph R. Ramrath
28,008,859
933,965
21,225
2,389,714
John C. Roche
28,932,991
15,054
16,004
2,389,714
Elizabeth A. Ward
28,915,014
33,321
15,714
2,389,714
Item 2 – Advisory Vote on Executive Compensation
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
28,497,810
436,011
30,228
2,389,714
Item 3 – Ratification of Independent, Registered Public Accounting Firm
Votes For
Votes Against
Votes Abstained
30,620,318
717,207
16,239
Item 8.01 Other Events.
On May 13, 2026, the Board terminated the Company’s existing share repurchase program, initially approved in December 2018, and adopted a new share repurchase program authorizing an aggregate of $700 million in share repurchases (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be made at the Company’s discretion from time to time using open market purchases, privately negotiated transactions, accelerated repurchase programs or other transactions. The Share Repurchase Program has no time limit and does not obligate the Company to make any repurchases.
The Company issued a press release announcing the new Share Repurchase Program authorization on May 13, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
3
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 Hanover Insurance Group, Inc.
(Registrant)
Date: May 13, 2026
By:
/s/ Dennis F. Kerrigan
Dennis F. Kerrigan
Executive Vice President, Chief Legal Officer and Corporate Secretary