Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Item 5.02(d)
On August 13, 2010, the Board of Directors of State Auto Financial Corporation
(the "Company") elected Eileen A. Mallesch as a director of the Company. In
accordance with the Company's Corporate Governance Guidelines, the Company's
shareholders will be given the opportunity to elect Ms. Mallesch as a director
at the Company's 2011 annual meeting of shareholders. Ms. Mallesch fills the
Class III directorship vacated by Richard K. Smith, who resigned from the
Company's Board of Directors on July 2, 2010.
Ms. Mallesch was also appointed to serve on the Audit, Nominating and
Governance, and Investment Committees, along with the standing Independent
Committee, of the Company's Board of Directors. She was appointed as chairperson
of the Audit Committee.
There are no arrangements or understandings between Ms. Mallesch and any other
person pursuant to which Ms. Mallesch was selected as a director of the Company.
The announcement of Ms. Mallesch's election as director is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press Release issued on August 13, 2010, announcing election of
Eileen A. Mallesch as director of State Auto Financial
Corporation.
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