THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 1 PROXY STATEMENT We have made these proxy materials available to you on or about March 28, 2019 via the Internet or, at your request, forwarded paper copies by mail, in connection with the solicitation of proxies by the Board of Directors (the “ Board ”) of The Hanover Insurance Group, Inc. (“ THG ” or the “ Company ”) for use at our Annual Meeting of Shareholders to be held on May 14, 2019 (the “ Annual Meeting ” or “ Meeting ”). In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “ SEC ”), we have provided access to our proxy materials over the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “ Notice ”) by mail, you will not receive a paper copy of the proxy materials unless you request one. The Notice instructs you on how to access the proxy materials via the Internet. The Notice also instructs you on how to vote your shares via the Internet. If you received a Notice by mail and would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND THE ANNUAL MEETING What is included in these proxy materials? These proxy materials include our Proxy Statement for the Annual Meeting and our Annual Report to Shareholders for the fiscal year ended December 31, 2018 (the “ Annual Report ”), including our financial statements and the report of PricewaterhouseCoopers LLP (“ PwC ”) thereon. The Annual Report is neither a part of this Proxy Statement nor incorporated herein by reference. If you requested a paper copy of these materials by mail, these materials also include the proxy card for submitting your vote prior to the Annual Meeting. What is the purpose of the Annual Meeting? At the Annual Meeting, shareholders will act on the following matters: • election of four directors; • advisory approval of the Company’s executive compensation; and • ratification of the appointment of PwC to serve as the Company’s independent, registered public accounting firm for 2019. Any other business that properly comes before the Annual Meeting also will be considered. In addition, management will respond to questions from shareholders. Who is entitled to vote at the Annual Meeting? Only shareholders of record at the close of business on March 18, 2019 (the “ Record Date ”) are entitled to vote at the Meeting. What are the voting rights of the holders of the Company’s common stock? Each share of THG’s common stock, par value $0.01 per share (the “ Common Stock ”), entitles its holder to one vote. Who is soliciting my vote? The Board is soliciting your vote at the Annual Meeting. Proxies also may be solicited on the Board’s behalf by directors, officers or employees of the Company, in person or by telephone, mail, electronic or facsimile transmission. The Company will pay the cost of soliciting proxies, including reimbursing banks, brokerage firms and others for the reasonable expenses incurred by them for forwarding proxy material on behalf of the Board to beneficial owners of Common Stock. How does the Board recommend that I vote? Our Board recommends that you vote your shares “ FOR ” the election of each nominee to the Board and “ FOR ” each of the other proposals specifically identified in this Proxy Statement for action at the Annual Meeting. How many shares are entitled to vote at the Annual Meeting? As of the Record Date, 40,689,741 shares of Common Stock were issued, outstanding and entitled to be voted. How many shares must be present to hold the Annual Meeting? A quorum (a majority of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting) must be present either in person or by proxy. Abstentions will be treated as present at the Annual Meeting for the purpose of determining a quorum and, because brokers have the discretionary authority to vote on one proposal (the ratification of auditors), broker non-votes will also be treated as present at the Annual Meeting for the purpose of determining a quorum. A “broker non-vote” occurs when a broker holding shares for a beneficial owner returns a proxy but does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner. Banks and brokers that have not received voting instructions from their clients cannot vote on their clients’ behalf on any matter specifically identified for action at the Annual Meeting other than the ratification of the appointment of PwC to serve as the Company’s independent, registered public accounting firm for 2019. How do I vote? You may either vote in person at the Annual Meeting or by proxy without attending the Meeting. How do I vote by proxy? If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and such brokerage firm or nominee will forward the Notice and/or a printed copy of the proxy materials to you, together with voting instructions. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote.