Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report: May 4, 2024

(Date of earliest event reported)

CINCINNATI FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Ohio	0-4604		31-0746871
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

6200 S. Gilmore Road	Fairfield,	Ohio	45014‑5141
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (513) 870-2000

N/A

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	CINF	Nasdaq Global Select Market

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 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07 Submission of Matters to a Vote of Security Holders

Item 7.01 Regulation FD Disclosure

On May 6, 2024, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings.” The news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. On May 6, 2024, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend.” The news release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

Final voting results on matters properly brought before the annual meeting of shareholders held on May 4, 2024, are set forth below:

Total Outstanding Shares as of Record Date: 156,689,024

Shares Represented at Meeting: 133,604,017

Proposal 1— Election of Directors


	For	Against	Abstain	Broker Nonvotes
Thomas J. Aaron	116,923,288	771,430	388,447	15,520,852
Nancy C. Benacci	117,312,651	406,385	364,130	15,520,851
Linda W. Clement-Holmes	112,469,738	5,171,767	441,656	15,520,856
Dirk J. Debbink	103,312,084	14,316,134	454,944	15,520,855
Steven J. Johnston	114,121,001	3,634,538	327,624	15,520,854
Jill P. Meyer	113,147,341	4,571,933	363,887	15,520,856
David P. Osborn	108,963,548	8,745,781	373,838	15,520,850
Gretchen W. Schar	111,359,795	6,377,336	346,031	15,520,855
Charles O. Schiff	115,610,205	2,163,359	309,597	15,520,856
Douglas S. Skidmore	111,642,017	6,081,155	359,990	15,520,855
Stephen M. Spray	116,449,354	1,323,188	310,619	15,520,856
John F. Steele, Jr.	115,385,246	2,345,806	352,113	15,520,852
Larry R. Webb	115,262,060	2,454,057	367,045	15,520,855
Cheng-sheng Peter Wu	117,299,391	305,774	478,000	15,520,852

Proposal 2 — Approve Compensation for Named Executive Officers


For	Against	Abstain	Broker Nonvotes
112,585,127	4,891,426	606,606	15,520,858

Proposal 3 — Approve the Cincinnati Financial Corporation 2024 Stock Compensation Plan


For	Against	Abstain
113,463,572	4,199,815	419,769

Proposal 4— Ratify Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2024


For	Against	Abstain
127,608,192	5,650,626	345,199

This report should not be deemed an admission as to the materiality of any information contained in the news release.

The information furnished in Item 7.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Safe Harbor

This is our “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995. Our business is subject to certain risks and uncertainties that may cause actual results to differ materially from those suggested by the forward-looking statements in this report. Some of those risks and uncertainties are discussed in our 2023 Annual Report on Form 10-K, Item 1A, Risk Factors, Page 30.

Factors that could cause or contribute to such differences include, but are not limited to:

•Ongoing developments concerning business interruption insurance claims and litigation related to the COVID-19 pandemic that affect our estimates of losses and loss adjustment expenses or our ability to reasonably estimate such losses, such as:

•The continuing duration of the pandemic and governmental actions to limit the spread of the virus that may produce additional economic losses

•The number of policyholders that will ultimately submit claims or file lawsuits

•The lack of submitted proofs of loss for allegedly covered claims

•Judicial rulings in similar litigation involving other companies in the insurance industry

•Differences in state laws and developing case law

•Litigation trends, including varying legal theories advanced by policyholders

•Whether and to what degree any class of policyholders may be certified

•The inherent unpredictability of litigation

•Effects of any future pandemic, or the resurgence of the COVID-19 pandemic, that could affect results for reasons such as:

•Securities market disruption or volatility and related effects such as decreased economic activity and continued supply chain disruptions that affect our investment portfolio and book value

•An unusually high level of claims in our insurance or reinsurance operations that increase litigation-related expenses

•An unusually high level of insurance losses, including risk of court decisions extending business interruption insurance in commercial property coverage forms to cover claims for pure economic loss related to such pandemic

•Decreased premium revenue and cash flow from disruption to our distribution channel of independent agents, consumer self-isolation, travel limitations, business restrictions and decreased economic activity

•Inability of our workforce, agencies or vendors to perform necessary business functions

•Unusually high levels of catastrophe losses due to risk concentrations, changes in weather patterns (whether as a result of global climate change or otherwise), environmental events, war or political unrest, terrorism incidents, cyberattacks, civil unrest or other causes

•Increased frequency and/or severity of claims or development of claims that are unforeseen at the time of policy issuance, due to inflationary trends or other causes

•Inadequate estimates or assumptions, or reliance on third-party data used for critical accounting estimates

•Declines in overall stock market values negatively affecting our equity portfolio and book value

•Interest rate fluctuations or other factors that could significantly affect:

•Our ability to generate growth in investment income

•Values of our fixed-maturity investments, including accounts in which we hold bank-owned life insurance contract assets

•Our traditional life policy reserves

•Domestic and global events, such as Russia’s invasion of Ukraine, war in the Middle East and disruptions in the banking and financial services industry, resulting in insurance losses, capital market or credit market uncertainty, followed by prolonged periods of economic instability or recession, that lead to:

•Significant or prolonged decline in the fair value of a particular security or group of securities and impairment of the asset(s)

•Significant decline in investment income due to reduced or eliminated dividend payouts from a particular security or group of securities

•Significant rise in losses from surety or director and officer policies written for financial institutions or other insured entities or in losses from policies written by Cincinnati Re or Cincinnati Global

•Our inability to manage Cincinnati Global or other subsidiaries to produce related business opportunities and growth prospects for our ongoing operations

•Recession, prolonged elevated inflation or other economic conditions resulting in lower demand for insurance products or increased payment delinquencies

•Ineffective information technology systems or discontinuing to develop and implement improvements in technology may impact our success and profitability

•Difficulties with technology or data security breaches, including cyberattacks, that could negatively affect our or our agents’ ability to conduct business; disrupt our relationships with agents, policyholders and others; cause reputational damage, mitigation expenses and data loss and expose us to liability under federal and state laws

•Difficulties with our operations and technology that may negatively impact our ability to conduct business, including cloud-based data information storage, data security, cyberattacks, remote working capabilities, and/or outsourcing relationships and third-party operations and data security

•Disruption of the insurance market caused by technology innovations such as driverless cars that could decrease consumer demand for insurance products

•Delays, inadequate data developed internally or from third parties, or performance inadequacies from ongoing development and implementation of underwriting and pricing methods, including telematics and other usage-based insurance methods, or technology projects and enhancements expected to increase our pricing accuracy, underwriting profit and competitiveness

•Intense competition, and the impact of innovation, technological change and changing customer preferences on the insurance industry and the markets in which we operate, could harm our ability to maintain or increase our business volumes and profitability

•Changing consumer insurance-buying habits and consolidation of independent insurance agencies could alter our competitive advantages

•Inability to obtain adequate ceded reinsurance on acceptable terms, amount of reinsurance coverage purchased, financial strength of reinsurers and the potential for nonpayment or delay in payment by reinsurers

•Inability to defer policy acquisition costs for any business segment if pricing and loss trends would lead management to conclude that segment could not achieve sustainable profitability

•Inability of our subsidiaries to pay dividends consistent with current or past levels

•Events or conditions that could weaken or harm our relationships with our independent agencies and hamper opportunities to add new agencies, resulting in limitations on our opportunities for growth, such as:

•Downgrades of our financial strength ratings

•Concerns that doing business with us is too difficult

•Perceptions that our level of service, particularly claims service, is no longer a distinguishing characteristic in the marketplace

•Inability or unwillingness to nimbly develop and introduce coverage product updates and innovations that our competitors offer and consumers expect to find in the marketplace

•Actions of insurance departments, state attorneys general or other regulatory agencies, including a change to a federal system of regulation from a state-based system, that:

•Impose new obligations on us that increase our expenses or change the assumptions underlying our critical accounting estimates

•Place the insurance industry under greater regulatory scrutiny or result in new statutes, rules and regulations

•Restrict our ability to exit or reduce writings of unprofitable coverages or lines of business

•Add assessments for guaranty funds, other insurance‑related assessments or mandatory reinsurance arrangements; or that impair our ability to recover such assessments through future surcharges or other rate changes

•Increase our provision for federal income taxes due to changes in tax law

•Increase our other expenses

•Limit our ability to set fair, adequate and reasonable rates

•Place us at a disadvantage in the marketplace

•Restrict our ability to execute our business model, including the way we compensate agents

•Adverse outcomes from litigation or administrative proceedings, including effects of social inflation and third-party litigation funding on the size of litigation awards

•Events or actions, including unauthorized intentional circumvention of controls, that reduce our future ability to maintain effective internal control over financial reporting under the Sarbanes-Oxley Act of 2002

•Unforeseen departure of certain executive officers or other key employees due to retirement, health or other causes that could interrupt progress toward important strategic goals or diminish the effectiveness of certain longstanding relationships with insurance agents and others

•Our inability, or the inability of our independent agents, to attract and retain personnel in a competitive labor market, impacting the customer experience and altering our competitive advantages

•Events, such as an epidemic, natural catastrophe or terrorism, that could hamper our ability to assemble our workforce at our headquarters location or work effectively in a remote environment

overall regulation. We also are subject to public and regulatory initiatives that can affect the market value for our common stock, such as measures affecting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 – News release entitled, “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings"

Exhibit 99.2 – News release entitled, “Cincinnati Financial Corporation De clares Regular Quarterly Cash Dividend"

Exhibit 104 – The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

Signature

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.


			CINCINNATI FINANCIAL CORPORATION



Date: May 9, 2024			/S/ Thomas C. Hogan
			Thomas C. Hogan, Esq.
			Chief Legal Officer, Executive Vice President and Corporate Secretary


						The Cincinnati Insurance Company n The Cincinnati Indemnity Company The Cincinnati Casualty Company n The Cincinnati Specialty Underwriters Insurance Company The Cincinnati Life Insurance Company n CFC Investment Company n CSU Producer Resources Inc. Cincinnati Global Underwriting Ltd. n Cincinnati Global Underwriting Agency Ltd.

Investor Contact: Dennis E. McDaniel, 513-870-2768

CINF-IR@cinfin.com

Media Contact: Betsy E. Ertel, 513-603-5323

Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings

Cincinnati, May 6, 2024 – Cincinnati Financial Corporation (Nasdaq: CINF) today announced that based on preliminary voting results at the company’s annual meeting on May 4, 2024, shareholders elected all directors for one-year terms to the 14-member board. Shareholders also approved the nonbinding resolution to approve the compensation for the company’s named executive officers, approved the Cincinnati Financial Corporation 2024 Stock Compensation Plan and ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm for 2024.

The board of directors elected officers at its regularly scheduled meeting following the annual meeting, including the election of Steven J. Johnston as chairman of the board, Stephen M. Spray as president and chief executive officer, Michael J. Sewell as executive vice president, chief financial officer and treasurer, Steven A. Soloria as executive vice president and chief investment officer, and Thomas C. Hogan, Esq, as executive vice president, chief legal officer and corporate secretary.

Mr. Hogan, a 31-year veteran of Cincinnati Insurance and senior vice president and associate general counsel since 2019, was promoted to these new roles due to the retirement of Lisa A. Love, Esq, the company’s previous executive vice president, chief legal officer and corporate secretary.

Steven J. Johnston, chairman as of today, commented: “We thank shareholders for their interest and participation in the affairs of the company and for approving our proposals, including: our selection of Deloitte & Touche; our 2024 stock compensation plan; our executive compensation program; and our nominees to the board.

“I also want to thank Lisa, our retiring chief legal officer, for her 42 years of service to our company. She’s played an integral role in the development of the strong governance practices that continue to guide the company and its subsidiaries. She’s also played the role of mentor and coach to many – including myself. Her leadership and wisdom will be missed.”

Directors elected to the board for terms of one year are:

•Thomas J. Aaron, CPA, executive vice president and chief financial officer (retired) of Community Health Systems Inc.

•Nancy C. Benacci, head of research (retired) of KeyBanc Capital Markets

•Linda W. Clement-Holmes, chief information officer (retired) of The Procter & Gamble Company

•Dirk J. Debbink, chairman of MSI General Corporation

•Steven J. Johnston, FCAS, MAAA, CFA, CERA, chairman of Cincinnati Financial Corporation

•Jill P. Meyer, Esq., chief legal officer, founding managing director, Cincinnati, of the O.H.I.O Fund

•David P. Osborn, CFA, president of Osborn Williams & Donohoe LLC

•Gretchen W. Schar, executive vice president, chief financial and administrative officer (retired) of Arbonne International LLC

•Charles O. Schiff, executive vice president, secretary and treasurer of John J. & Thomas R. Schiff & Co. Inc.

•Douglas S. Skidmore, chief executive officer of Skidmore Sales & Distributing Company Inc.

•Stephen M. Spray, president and chief executive officer of Cincinnati Financial Corporation

•John F. Steele, Jr., chairman and chief executive officer of Hilltop Basic Resources Inc.

•Larry R. Webb, CPCU, president (retired) of Webb Insurance Agency Inc.

•Cheng-sheng Peter Wu, FCAS, ASA, MAAA, CSPA, advisor for Boston Consulting Group

The board also announced committee service for the coming year, in line with the independence requirements of applicable law and the listing standards of Nasdaq:

•Audit – Gretchen W. Schar (chairperson), Thomas J. Aaron, Nancy C. Benacci, Linda W. Clement-Holmes, Dirk J. Debbink, David P. Osborn and Cheng-sheng Peter Wu

•Compensation – David P. Osborn (chairperson), Thomas J. Aaron, Linda W. Clement-Holmes and Gretchen W. Schar

•Executive – Steven J. Johnston (chairperson), Dirk J. Debbink, Douglas S. Skidmore, Stephen M. Spray, John F. Steele, Jr. and Larry R. Webb

•Investment – Steven J. Johnston (chairperson), Nancy C. Benacci, Dirk J. Debbink, David P. Osborn, Charles O. Schiff, Stephen M. Spray and Larry R. Webb

•Nominating – Dirk J. Debbink (chairperson), Linda W. Clement-Holmes, Jill P. Meyer, Gretchen W. Schar and Douglas S. Skidmore

Stephen M. Spray, president and chief executive officer of the company as of today, remarked: “Our highly engaged group of directors brings diversity of thought and experience to guide long-term strategic plans for Cincinnati Financial Corporation. I’m thankful for their confidence in me as I step into my new role and work to continue to improve on our traditional strengths and create new ones that enhance our relationships with our agency customers and add value for shareholders.”

About Cincinnati Financial

Cincinnati Financial Corporation offers primarily business, home and auto insurance through The Cincinnati Insurance Company and its two standard market property casualty companies. The same local independent insurance agencies that market those policies may offer products of our other subsidiaries, including life insurance, fixed annuities and surplus lines property and casualty insurance. For additional information about the company, please visit cinfin.com.

Mailing Address: Street Address:

P.O. Box 145496 6200 South Gilmore Road

Cincinnati, Ohio 45250-5496 Fairfield, Ohio 45014-5141

Safe Harbor Statement