8-KLeadership ChangesRegulation FDExhibits & Filings

CINCINNATI FINANCIAL CORP 8-K Report, Executive Changes (Feb 18, 2015)

Filed February 18, 2015For Securities:CINF

Summary

Cincinnati Financial Corporation (CINF) filed an 8-K on February 18, 2015, to announce key executive compensation and shareholder meeting details. The compensation committee approved the forms of agreements for ratably vesting service-based restricted stock units (RSUs) under the 2012 Stock Compensation Plan, and subsequently granted these RSUs to executive officers. This action signifies the company's ongoing commitment to incentivizing its leadership team through equity-based compensation tied to continued service. Additionally, the company announced the date and location for its 2015 Annual Meeting of Shareholders, scheduled for May 2, 2015. Shareholders of record as of March 4, 2015, are eligible to vote. This filing provides transparency regarding executive compensation practices and important logistical information for shareholders regarding their participation in corporate governance.

Key Highlights

  • 1Approval of standard agreement forms for ratably vesting service-based Restricted Stock Units (RSUs) under the 2012 Stock Compensation Plan.
  • 2Grants of these RSUs were made to executive officers, including Named Executive Officers, on February 13, 2015.
  • 3Specific details like the number of shares, vesting schedules, and forfeiture provisions for the RSU grants are determined by the Compensation Committee at the time of grant.
  • 4The 2012 Stock Compensation Plan was previously approved by shareholders in 2012.
  • 5The 2015 Annual Meeting of Shareholders is scheduled for May 2, 2015, at the Cincinnati Art Museum.
  • 6Shareholders of record on March 4, 2015, are eligible to vote at the annual meeting.
  • 7The filing includes award agreements for specific executive officers as exhibits.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the approval and granting of restricted stock units (RSUs) to executive officers as part of their compensation, and to announce the date and location of the company's 2015 Annual Meeting of Shareholders.

Restricted Stock Units (RSUs) are a form of equity compensation. In this case, they are 'service-based' and 'ratably vesting,' meaning executives will receive shares of CINF stock over time based on their continued employment. The specific number of shares, vesting schedule, and potential forfeiture conditions are determined by the Compensation Committee for each executive.

Shareholders who were recorded as holding CINF stock at the close of business on March 4, 2015, are entitled to vote at the 2015 Annual Meeting of Shareholders.

The filing includes Exhibit 10.1, which is the standard form of the Restricted Stock Unit Agreement. Additionally, Exhibits 10.2 through 10.6 provide the specific award agreements granted to Named Executive Officers on February 13, 2015.