The Hanover Insurance Group's Management Hosts Annual Meeting Of Shareholders (Transcript)

The Hanover Insurance Group, Inc. (THG)

Annual Meeting of Shareholders

May 15, 2012 9:00 a.m. ET

Executives

Michael Angelini - Chair of the Board of Directors

Frederick Eppinger - President and Chief Executive Officer

Presentation

Michael Angelini

Good morning to all of you. Thank you for coming. It’s a pleasure to welcome you to the Annual Meeting of the Hanover Insurance Group. My name is Mike Angelini, I am very pleased to be the Chair of our Board of Directors, and I look forward to conducting the formal part of this meeting. The meeting is really in two parts. There is some business that we need to conduct and we will conduct, and following the transaction of that business I will introduce Fred Eppinger, who is known to some of you. And Fred will talk to us about the state of the company and our excitement about the prospects of the company.

We are transmitting the audio portion of this meeting and Fred’s slides that are going to be presented are also being transmitted through our website. So for those of you who are joining us not in person, I also welcome you. And at this time I call the meeting to order. All of the Directors of the company including me and Fred are here today and I would like to read their names and following that ask them all at once to stand and be recognized.

In alphabetical order, they are Jack Brennan, Kevin Condron, Neal Finnegan, David Gallitano, Wendell Knox, Rob Murray, Joe Ramrath, and Tee Taggart. Would you all please stand and be recognized?

So have from Computershare, an affidavit, which says that the notice of this meeting has been duly given and in accordance with the requirements, a copy of the notice of the meeting and that affidavit that will be filed with our minutes. All shareholders of this company as of the close of business on March 22, 2012 are entitled to vote at this meeting and most already have. Computershare representatives are here today and we have appointed them as inspectors of this election and of the elections that we are going to have. And they have received, they tell us, valid proxies representing a majority of the outstanding shares issued as of the close of business on March 22, 2012 and therefore quorum is present.

There are four items for consideration all of which are set forth in the notice of the annual meeting and proxy statement which you have all received. The first item is the election of Directors. Fred Eppinger, Joe Ramrath and Tee Taggart have each been nominated to serve additional three-year term. The second item of business is the approval of certain changes to the company's long-term -- 2006 long-term incentive plan, comply with Section 162(M) of the Internal Revenue Code. That’s laid out in detail in the proxy statement.

The third is the consideration of an advisory vote on executive compensation. And finally, we will ask you to vote on the ratification of the Board’s appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2012, and I should mention in that regard that representatives of PricewaterhouseCoopers are here and in attendance and available for questions during the discussion period. So Director Knox, would you please make a motion for approval of these four motions. Thank you very much.

So we are not going to proceed to any discussion that anyone present will like to have with respect to anyone of these four motions. Following that discussion or in the absence of any discussion, those of you who have not voted and who wish to vote, will ask to be recognized and we will be happy to distribute a ballot to you. Or if you have voted and wish to change your vote, we can furnish you a ballot and you can have the opportunity of changing your vote and voting. So is there any discussion? All right, in the absence of discussion, is there anyone here who wishes to have a ballot? Either to vote for the first time or to change his or her vote. I wish all my court appearances were this passive.

All right. Well, there being no additional ballots, the polls are closed and I can inform you that based on the votes that have already been submitted, that the nominees for election to the Board of Directors have been elected. The shareholders you have and their fellow shareholders have approved the changes to the 2006 long-term incentive plan. The shareholders have approved the advisory vote on executive compensation. My understanding is that approximately 96% of more of the votes have been cast in favor of that vote, of that motion. And that PricewaterhouseCoopers has been ratified as the company's independent registered public accounting firm for the next year for 2012.

So having accomplished all that, is there anything else that should come before this meeting? Different kind of donuts next year, anything of that nature? All right, nothing else. Well, then the formal part of this meeting is adjourned and we will proceed to hear from Fred. But before I do so, on behalf of the Board and recognizing that a number of employees are here today, let me just say that as directors of this company we have extraordinary confidence in the strategy and mission of this company and in your ability to carry that out successfully. We recognize that for a number of reasons, most beyond our control, last year was a difficult year for this company and for other insurance companies. But we also recognize that we are very well poised for the future here. And we are, as a board, committed to the strategy of this company as we know you are. We are committed to its leadership, their service. We are entirely and fully enthusiastic for the prospects of the future. So thank you all for what you have done for this company, for what you will do for it, what we know will be delivery of great prospects for Hanover.

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