UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,  D.C. 20549 

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2015

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THE HANOVER INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

440 Lincoln Street, Worcester, Massachusetts 01653
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (508) 855-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

On February 27, 2015, the following actions were taken with respect to the compensation of the Company’s Chief Executive Officer (“CEO”) and other “named executive officers” (as that term is defined in Item 402 of Regulation S-K)(“NEOs”).

Approval of 2014 Short-Term Incentive Compensation Program Awards

The 2014 short-term incentive compensation program awards for the CEO and other NEOs were approved. The following table lists the awards for our CEO and the NEOs identified below:

*£492,100 (1.65 USD/GBP).  To be paid 50% in April 2015, and provided Mr. Stuchbery remains employed by the Company through such date, 50% in January 2016.

Approval of the 2015 Short-Term Incentive Compensation Programs for Named Executive Officers

Short-term incentive compensation plans were approved as follows:  (1) the 2015 Executive Short-Term Incentive Compensation Program (the “2015 Executive STIP”) for our NEOs, other than Mr. Stuchbery; and (2) the 2015 Chaucer Annual Bonus Plan (the “2015 Chaucer STIP”) for Mr. Stuchbery.

Approval of the 2015 Long-Term Incentive Program

The 2015 Long-Term Incentive Program (the “2015 LTIP”) for the CEO and other executive officers, including the Company’s other NEOs, was approved. For all NEOs, other than Mr. Stuchbery, the 2015 LTIP provides for a combination of awards of performance-based restricted stock units (“PBRSUs”), stock options (“Options”) and, except with respect to Mr. Eppinger,  time-based restricted stock units (“RSUs”), each issued pursuant to the Company’s 2014 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on May 20, 2014) (the “2014 Plan”).

The PBRSUs vest on the third anniversary of the date of grant, but only to the extent the Company’s three-year (2015-2017) total shareholder return as compared to a pre-established peer group (relative total shareholder return or “RTSR”) places the Company’s performance above a certain percentile.  Participants must be employees of the Company as of the vesting dates for the PBRSUs to vest, except as otherwise provided with regard to death, disability or change-in-control. The actual PBRSU award may be as low as zero, and as high as 150% of the target award, based on the RTSR actually achieved.

The Options vest as to one-third of the shares on each of the first three anniversaries of the grant date. Participants must be employees of the Company as of the vesting dates for the Options to vest, except as otherwise provided with regard to disability or change-in-control. Each Option has a ten-year term and an exercise price of $70.24 per share, which was the closing price per share of THG’s common stock as reported on the New York Stock Exchange on the date of grant (February 27, 2015).

The RSUs vest on the third anniversary of the date of grant. Participants must be employees of the Company as of the vesting dates for the RSUs to vest, except as otherwise provided with regard to death, disability or change-in-control.

The following table sets forth the number of PBRSUs (at target), RSUs and Options granted to the following executive officers:

Mr. Stuchbery’s 2015 long-term award consists of a £113,000 performance-based cash award.  Such award will vest during 2016 to the extent Mr. Stuchbery achieves certain pre-established individual performance goals.

Director Resignation

On February 27, 2015, in accordance with the Company’s director retirement policy, the Board accepted the resignation of Robert J. Murray, effective at the end of his current term on May 19, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.