DESCRIPTION OF OUR COMMON STOCK
The following briefly summarizes the provisions of our amended and restated articles of incorporation and bylaws that would be important to
holders of common stock. The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our amended and restated articles of incorporation and amended and restated bylaws
which are exhibits to the registration statement which contains this prospectus.
Our Common Stock
Our amended and restated articles of incorporation authorize 1,755,000,000 shares of capital stock consisting of 1,745,000,000 shares of common
stock, 5,000,000 undesignated shares and 5,000,000 preferred shares. As of June 3, 2022, there were 238,185,190 shares of common stock outstanding, which were held by 34,050 shareholders of record.
Each share of common stock is entitled to participate pro rata in distributions upon liquidation, subject to the rights of holders of
preferred shares, and to one vote on all matters submitted to a vote of shareholders, including the election of directors. Holders of common stock have no preemptive or similar equity preservation rights, and cumulative voting of shares in the
election of directors is prohibited.
The holders of common stock may receive cash dividends as declared by our board of directors out of
funds legally available for that purpose, subject to the rights of any holders of preferred shares. We are a holding company, and our primary source for the payment of dividends is dividends from our subsidiaries. Various state laws and regulations
limit the amount of dividends that may be paid to us by our insurance subsidiaries. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors,
including our financial condition, earnings, capital requirements of our operating subsidiaries, legal requirements, regulatory constraints and other factors as the board of directors deems relevant. Dividends will be paid by us only if declared by
our board of directors out of funds legally available, subject to any restrictions that may be applicable to us.
The outstanding shares
of common stock are, and the shares of common stock offered by the registration statement when issued will be, fully paid and nonassessable.
Our common stock is listed on the New York Stock Exchange under the symbol TRV.
Transfer Agent
The transfer agent and
registrar for our common stock is Equiniti Trust Company.
Limitation of Liability and Indemnification Matters
We are subject to Minnesota Statutes, Chapter 302A. Minnesota Statutes, Section 302A.521, provides that a corporation shall indemnify any
person made or threatened to be made a party to a proceeding by reason of the former or present official capacity (as defined in Section 302A.521 of the Minnesota Statutes) of that person against judgments, penalties, fines (including, without
limitation, excise taxes assessed against such person with respect to an employee benefit plan), settlements and reasonable expenses (including attorneys fees and disbursements), incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of that person complained of in the proceeding, that person:
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has not been indemnified therefor by another organization or employee benefit plan; |
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received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest),
if applicable, has been satisfied; |
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