8-KLeadership ChangesRegulation FDExhibits & Filings

CINCINNATI FINANCIAL CORP 8-K Report, Executive Changes (Nov 18, 2008)

Filed November 18, 2008For Securities:CINF

Summary

This Form 8-K filing from Cincinnati Financial Corporation (CINF) dated November 14, 2008, primarily details executive compensation adjustments. The Compensation Committee of the Board of Directors approved increases in annual base salaries for 2009, along with cash and stock bonuses for 2008. Additionally, nonqualified stock options and performance-based restricted stock units were awarded to named executive officers. These adjustments reflect compensation decisions made in the context of the company's ongoing operations and in conjunction with changes to its retirement benefit plans. The filing also includes information regarding an amended and restated non-qualified top hat savings plan, effective January 1, 2009. This amendment allows for company-matching contributions for eligible officers who have opted out of the defined benefit pension plan and whose cash compensation exceeds certain Internal Revenue Code limits. This change impacts executive retirement savings options, particularly for those who have transitioned away from the company's defined benefit pension plan.

Key Highlights

  • 1Cincinnati Financial Corporation's compensation committee approved base salary increases for 2009 for named executive officers.
  • 2Cash and stock bonuses for 2008 were awarded to named executive officers.
  • 3Nonqualified stock options and performance-based restricted stock units were granted to key executives.
  • 4The filing details the specific grant amounts for stock options and restricted stock units for several top executives, including the Chairman, Vice Chairman, President & CEO, and CFO.
  • 5An amended and restated non-qualified top hat savings plan will be effective January 1, 2009, offering company-matching contributions for eligible officers.
  • 6Eligibility for the company-matching contribution to the top hat savings plan is linked to an officer's decision to opt out of the defined benefit pension plan and exceeding certain compensation limits.
  • 7The company announced a regular quarterly cash dividend on November 17, 2008, as disclosed via a news release.

Frequently Asked Questions

The filing reports increases in annual base salaries for 2009, and the award of cash and stock bonuses for 2008. Additionally, named executive officers received grants of nonqualified stock options and performance-based restricted stock units.

Effective January 1, 2009, the amended top hat savings plan allows for company-matching contributions for eligible officers who have chosen not to participate in the defined benefit pension plan and whose annual cash compensation exceeds specific IRS limits. The company will match contributions up to 6% of the officer's total annual cash compensation above the IRS limit.

Eligibility for the company match under the amended top hat savings plan is for executive officers who no longer participate in the company's defined benefit pension plan and whose annual cash compensation exceeds the limits set by Section 414(q)(1)(B)(i) of the Internal Revenue Code. Notably, only Steven J. Johnston among the named executive officers does not participate in the defined benefit pension plan.

No, the filing states that the company's named executive officers are at-will employees and that these salary and bonus amounts are not subject to any employment agreements.