THG 2018 Annual Report

ITEM 12 ± SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of December 31, 2018 with respect to compensation plans under which equity securities of the Company are authorized for issuance. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (2) Equity compensation plans approved by security holders 1,539,606 $ 85.75 6,714,361 Equity compensation plans not approved by security holders ² ² ² Total 1,539,606 $ 85.75 6,714,361 (1) Includes 440,530 shares of Common Stock which may be issued upon vesting of outstanding restricted stock units and market- based restricted stock units (assuming the maximum award amount) of which, 3,053 represent dividend equivalent shares associated with the 2018 awards. The weighted average exercise price does not take these awards into account. (2) On May 20, 2014, shareholders approved The Hanover Insurance Group 2014 Long- 7HUP ,QFHQWLYH 3ODQ WKH ³ 6WRFN 3ODQ´ With respect to new share-based award issuances, the 2014 Stock Plan replaced The Hanover Insurance Group, Inc. 2006 Long- 7HUP ,QFHQWLYH 3ODQ WKH ³ 6WRFN 3ODQ´ DQG authorized the issuance of 6,100,000 shares in a new share pool plus any shares subject to outstanding awards under the 2006 Stock Plan that may become available for reissuance as a result of the cash settlement, forfeiture, expiration or cancellation of such awards. In accordance with the 2014 Stock Plan, the issuance of one share of common stock in the form of an option or SAR will reduce the share pool by one share, whereas the issuance of one share of common stock for the other types of stock awards provided by the plan will reduce the pool by 3.8 shares. Additionally, on May 20, 2014, the shareholders approved The Hanover Insurance Group 2014 Employee Stock Purchase plan and the Chaucer Share Incentive Plan, authorizing the issuance of 2,500,000 and 750,000 shares, respectively, under such plans. A total of 74,189 shares were issued under the Chaucer Share Incentive Plan. As a result of the sale of Chaucer to China Re, no further shares will be issued under this plan. Additional information related to Security Ownership of Certain Beneficial Owners and Management is incorporated herein by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held May 14, 2019, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934. ITEM 13 ± CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Incorporated herein by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held May 14, 2019, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934. ITEM 14 ± PRINCIPAL ACCOUNTING FEES AND SERVICES Incorporated herein by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held May 14, 2019, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934. 138 THE HANOVER INSURANCE GROUP | 2018 ANNUAL REPORT