THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2019 To the Shareholders of The Hanover Insurance Group, Inc.: Below please find the details regarding the 2019 Annual Meeting of Shareholders of The Hanover Insurance Group, Inc.: LOCATION: Our principal executive office and corporate headquarters, 440 Lincoln Street, Worcester, Massachusetts 01653 DATE AND TIME: Tuesday, May 14, 2019, at 9:00 a.m. local time ITEMS OF BUSINESS: 1. The election of four individuals to the Board of Directors; 2. The advisory approval of the Company's executive compensation; 3. The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent, registered public accounting firm for 2019; and 4. Such other business as may properly come before the Annual Meeting or any adjournment thereof. RECORD DATE: The Board of Directors has fixed March 18, 2019 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. LOCATION:Ourprincipalexecutiveoffice corporateheadquarters,440 LincolnStreet,Worcester,Massachusetts01653DATEANDTIME:Tuesday,May14,2019,at9:00a.m. local time ITEMS OFBUSINESS:1.Theelectionof four individuals to theBoardofDirectors;2.Theadvisoryapprovalof theCompany'sexecutive compensation;3.The ratificationof theappointmentofPricewaterhouseCoopers LLP to serveas theCompany's independent, registeredpublicaccounting firm for2019;and4.Suchotherbusinessasmayproperly comebefore theAnnualMeetingoranyadjournment thereof.RECORDDATE:TheBoardofDirectorshas fixedMarch18,2019as the recorddate fordetermining the shareholdersentitled tonoticeofand tovoteat theAnnualMeetingandanyadjournment thereof. By Order of the Board of Directors, C HARLES F. C RONIN Vice President and Secretary Worcester, Massachusetts March 28, 2019 Your vote is important. Whether or not you plan to attend the Annual Meeting, you are requested to vote your shares. Please follow the voting instructions set forth in the Proxy Statement. If you attend the Annual Meeting and desire to withdraw your proxy and vote in person, you may do so. Your vote is important.Whetherornotyouplan toattend theAnnualMeeting,youare requested tovoteyour shares.Please follow the voting instructions set forth in theProxyStatement. Ifyouattend theAnnualMeetinganddesire towithdrawyourproxyand vote inperson,youmaydo so. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 14, 2019: The Proxy Statement and Annual Report to Shareholders are available at www.proxydocs.com/THG. LOCATION:Our corporateheadquarters,440 LincolnStreet,Worcester,Massachusetts01653DATEANDTIME:Tuesday,May15,2018,at9:00a.m. local time ITEMSOFBUSINESS:1.Theelectionof four individuals to theBoardofDirectors;2. Theadvisoryapprovalof theCompany'sexecutive compensation;3.The ratificationo f theappointmentofPricewaterhouseCoopers LLP to serveas theCompany's independent, registeredpublicaccounting firm for2018;and4. Suchotherbusinessasmayproperly comebefore theAnnualMeetingoranyadjournment thereof.RECORDDATE:TheBoardofDirectorshas fixedMarch19,2018as the recorddate fordetermining the shareholdersentitled tonoticeofand tovoteat theAnnualMeetingandanyadjournment thereof.Yourvote is important.Whetherornotyouplan toattend theAnnualMeeting,youare requested tovoteyour shares.Please follow thevoting instructions set forth in theProxyStatement. Ifyouattend theAnnualMeetinganddesire towithdrawyourproxyandvote inperson,youmaydo so.