8-K/AShareholder Matters

CINCINNATI FINANCIAL CORP 8-K/A Report, Shareholder Vote Results (Aug 25, 2023)

Filed August 25, 2023For Securities:CINF

Summary

Cincinnati Financial Corporation (CINF) has reported the results of a shareholder vote held at its 2023 Annual Meeting of Shareholders. The primary focus of this 8-K filing is the outcome of a nonbinding advisory proposal regarding the frequency of future "say-on-pay" votes. Shareholders overwhelmingly supported an annual vote on executive compensation, with a significant majority of votes cast in favor of holding this advisory vote every year. In response to this strong shareholder preference, the Board of Directors has determined that CINF will submit future nonbinding votes on executive compensation annually. This decision aligns with the company's commitment to shareholder engagement and responsiveness to investor feedback on executive pay practices. The next required advisory vote on the frequency of these 'say-on-pay' votes will occur no later than the 2029 Annual Meeting.

Key Highlights

  • 1Shareholders overwhelmingly voted for an annual frequency for nonbinding advisory votes on executive compensation ('say-on-pay').
  • 2Out of 139,573,086 total votes cast on the frequency proposal (excluding broker non-votes and abstentions), 123,397,363 favored an annual vote.
  • 3The company's Board of Directors has formally accepted the outcome and will hold 'say-on-pay' votes annually.
  • 4This decision reflects the company's responsiveness to shareholder feedback.
  • 5The next advisory vote on the frequency of 'say-on-pay' is mandated to occur by the 2029 Annual Meeting of Shareholders.

Frequently Asked Questions

This filing reports the results of a shareholder vote on the frequency of 'say-on-pay' (nonbinding advisory votes on executive compensation) and the company's response to that vote.

Shareholders strongly preferred holding the advisory vote on executive compensation every year, with a vast majority of votes cast supporting this annual frequency.

The Board of Directors has committed to submitting nonbinding advisory votes on executive compensation to shareholders on an annual basis, aligning with the shareholder preference expressed at the meeting.

The company is required to hold another advisory vote on the frequency of executive compensation votes no later than its 2029 Annual Meeting of Shareholders.