THE HARTFORD FINANCIAL SERVICES GROUP, INC. | Right To Act By Written Consent at THE HARTFORD FINANCIAL SERVICES GROUP, INC.

Status
Filed
Previous AGM date
Resolution details
Company ticker
HIG
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
Hartford shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for Hartford shareholders to call for a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting ? yet Hartford made the threshold 25% of shareholders based on all shares outstanding and then excluded all Hartford shares that were not long-term shares, which excludes the Hartford shares most likely to call for a special shareholder meeting. The threshold 25% of shareholders based on all Hartford shares outstanding is only a token right to call for a special shareholder meeting. If Hartford claims otherwise then Hartford can give one example of the shareholders of any company the size of Hartford or larger that have ever called for a special shareholder meeting and the meeting actually took place. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when Hartford is underperforming. If Hartford directors and management know that Hartford shareholders can act by written consent they will have a greater incentive to perform. Challenging news reports regarding Hartford emerged in 2025 and it would be easy for shareholders to find similar news reports for 2026: Hartford reported net realized losses of $49 million before tax in Q1 of 2025. The underlying loss and loss adjustment expense (LAE) ratio in Business Insurance saw a slight increase in all 3 reported quarters of 2025 compared to 2024, largely attributed to higher loss ratios in workers' compensation. The second quarter 2025 general liability underlying loss ratio was also higher than 2024. In Q1 of 2025, the homeowners' combined ratio was significantly higher than the previous year (133 vs. 96) due to higher current accident year (CAY) catastrophe losses. The Q1 of 2025 expense ratio in Personal Lines increased due to higher direct marketing costs and commission ratios. The Group Disability loss ratio in Q2 of 2025 increased due to a higher incidence of short-term disability claims, as well as a slight increase in long-term disability incidence. Hartford cautioned shareholders about important risks and uncertainties, including "the possibility of unfavorable loss reserve development on legacy exposures." An independent review said that customers reported sharp premium increases after collision claims.

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