8-K/AShareholder Matters

CINCINNATI FINANCIAL CORP 8-K/A Report, Shareholder Vote Results (Sep 15, 2017)

Filed September 15, 2017For Securities:CINF

Summary

This 8-K filing from Cincinnati Financial Corporation (CINF) serves as an amendment to a previous filing, solely to disclose a decision regarding the frequency of "say-on-pay" shareholder advisory votes. The core information investors need to know is that shareholders have voted to hold these advisory votes on executive compensation every year. Following the shareholder vote at the May 6, 2017, Annual Meeting, the Company's Board of Directors formally determined on September 15, 2017, to implement annual advisory votes on executive compensation. This decision aligns with the Board's recommendation and the shareholder preference expressed in the vote. The Company will continue this annual practice until the Board decides to revisit the frequency, which will occur no later than the 2023 Annual Meeting of Shareholders.

Key Highlights

  • 1Amendment to a previous 8-K filing to disclose a specific decision.
  • 2Focus is on the frequency of "say-on-pay" shareholder advisory votes.
  • 3Shareholders voted in favor of annual advisory votes on executive compensation.
  • 4The Board of Directors has officially determined to hold advisory votes every year.
  • 5This annual frequency will continue until the Board decides to change it, with a mandatory review by the 2023 Annual Meeting.
  • 6No other changes were made to the original May 10, 2017, 8-K filing.

Frequently Asked Questions

The main purpose of this 8-K filing is to officially disclose the decision made by Cincinnati Financial Corporation's Board of Directors regarding the frequency of future advisory votes on executive compensation, following a shareholder vote at the 2017 Annual Meeting.

Shareholders will be able to cast an advisory vote on named executive officer compensation every year. This decision was formalized by the Board of Directors on September 15, 2017, based on the results of the shareholder vote at the May 6, 2017, Annual Meeting.

The Company will continue to hold advisory votes on executive compensation annually until the Board of Directors decides to hold another shareholder advisory vote on the frequency. This next review of frequency will occur no later than the Company's Annual Meeting of Shareholders in 2023.

No, this filing is purely an amendment to disclose the decision on the frequency of 'say-on-pay' votes. No other information or changes to the original May 10, 2017, 8-K filing are being made.