8-KLeadership ChangesExhibits & Filings

CINCINNATI FINANCIAL CORP 8-K Report, Executive Changes (Mar 20, 2009)

Filed March 20, 2009For Securities:CINF

Summary

This Form 8-K filing from Cincinnati Financial Corporation (CINF) on March 20, 2009, primarily concerns the establishment of its 2009 Annual Incentive Compensation Plan. The compensation committee of the board approved the form of agreement and granted incentive compensation awards for the upcoming year, contingent upon the achievement of specific performance targets. The maximum potential incentive compensation for 2009 was set at $400,000 for CEO Kenneth W. Stecher and $200,000 for CFO Steven J. Johnston. Crucially, these awards are subject to shareholder approval at the 2009 Annual Meeting of Shareholders. The committee retains discretion in early 2010 to determine if performance targets were met and if the awarded amounts remain appropriate given the prevailing economic conditions at that time. This filing provides transparency on executive compensation strategy in the context of the prevailing economic environment.

Key Highlights

  • 1Cincinnati Financial Corporation (CINF) established its 2009 Annual Incentive Compensation Plan.
  • 2Incentive compensation awards for 2009 have been granted, subject to performance targets.
  • 3Maximum incentive compensation for 2009 is $400,000 for CEO Kenneth W. Stecher and $200,000 for CFO Steven J. Johnston.
  • 4Awards are contingent on the achievement of 2009 performance targets, to be evaluated in early 2010.
  • 5The compensation committee has discretion to adjust awards based on circumstances in early 2010.
  • 6Shareholder approval is required for the 2009 Annual Incentive Compensation Plan at the May 2, 2009, Annual Meeting.
  • 7Key executive compensation agreements and plan details are attached as exhibits.

Frequently Asked Questions

The primary purpose of this filing is to disclose the establishment and initial approval of Cincinnati Financial Corporation's 2009 Annual Incentive Compensation Plan and the associated incentive awards granted to its top executives for the 2009 performance year.

No, the incentive awards are not guaranteed. They are conditional upon the achievement of specific performance targets for 2009, which will be assessed by the compensation committee in early 2010. The committee also retains discretion to determine if the awards are appropriate based on the circumstances at that time.

Shareholders are required to approve the 2009 Annual Incentive Compensation Plan at the upcoming 2009 Annual Meeting of Shareholders, scheduled for May 2, 2009. Without this approval, the awarded incentive compensation cannot be paid.

The maximum potential incentive compensation for 2009 is set at $400,000 for President and CEO Kenneth W. Stecher, and $200,000 for CFO Steven J. Johnston.