CINCINNATI FINANCIAL CORP FILES (8-K) Disclosing Regulation FD Disclosure, Financial Statements and Exhibits
Item 7.01 Regulation FD Disclosure
On
release "Cincinnati Financial Corporation Holds Shareholders' and Directors'
Meetings." The news release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference. On
Corporation
Declares Regular Quarterly Cash Dividend." The news release is furnished as
Exhibit 99.2 hereto and is incorporated herein by reference.
Final voting results on matters properly brought before the annual meeting of
shareholders held on
Total Outstanding Shares as of Record Date: 157,176,468
Shares Represented at Meeting: 139,770,460
Proposal 1- Election of Directors
For Against Abstain Broker Nonvotes Thomas J. Aaron 124,640,606 1,011,881 120,950 13,997,023 Nancy C. Benacci 124,636,548 1,020,676 116,216 13,997,020 Linda W. Clement-Holmes 121,011,040 4,362,154 400,245 13,997,021 Dirk J. Debbink 111,514,416 14,128,246 130,772 13,997,026 Steven J. Johnston 119,672,361 5,526,180 574,900 13,997,019 Jill P. Meyer 123,331,081 2,307,414 134,941 13,997,024 David P. Osborn 115,905,085 9,750,545 117,807 13,997,023 Gretchen W. Schar 112,890,248 12,744,623 138,566 13,997,023 Charles O. Schiff 123,403,803 2,260,653 108,979 13,997,025 Douglas S. Skidmore 114,232,147 11,414,731 126,556 13,997,026 John F. Steele, Jr. 123,195,736 2,446,479 131,220 13,997,025 Larry R. Webb 122,652,398 2,905,023 216,015 13,997,024
Proposal 2 - Approve the Amended and Restated Code of Regulations
For Against Abstain Broker Nonvotes 125,215,165 364,428 193,843 13,997,024
Proposal 3 - Approve Compensation for Named Executive Officers
For Against Abstain Broker Nonvotes 119,931,679 5,407,743 434,006 13,997,032
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Proposal 4 - Select Frequency of Future Votes for Compensation for Named Executive Officers One-Year Two-Years Three-Years Abstain Broker Nonvotes 123,397,363 234,814 1,842,885 298,366 13,997,032
Proposal 5- Ratify Selection of
Public Accounting Firm for 2023
For Against Abstain 135,508,757 4,084,700 177,003
This report should not be deemed an admission as to the materiality of any
information contained in the news release.
The information furnished in Item 7.01 of this report shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended.
Safe Harbor
This is our "Safe Harbor" statement under the Private Securities Litigation
Reform Act of 1995. Our business is subject to certain risks and uncertainties
that may cause actual results to differ materially from those suggested by the
forward-looking statements in this report. Some of those risks and uncertainties
are discussed in our 2022 Annual Report on Form 10-K, Item 1A, Risk Factors,
Page 32.
Factors that could cause or contribute to such differences include, but are not
limited to:
•Effects of the COVID-19 pandemic that could affect results for reasons such as:
•Securities market disruption or volatility and related effects such as
decreased economic activity and continued supply chain disruptions that affect
our investment portfolio and book value
•An unusually high level of claims in our insurance or reinsurance operations
that increase litigation-related expenses
•An unusually high level of insurance losses, including risk of legislation or
court decisions extending business interruption insurance in commercial property
coverage forms to cover claims for pure economic loss related to the COVID-19
pandemic
•Decreased premium revenue and cash flow from disruption to our distribution
channel of independent agents, consumer self-isolation, travel limitations,
business restrictions and decreased economic activity
•Inability of our workforce, agencies or vendors to perform necessary business
functions
•Ongoing developments concerning business interruption insurance claims and
litigation related to the COVID-19 pandemic that affect our estimates of losses
and loss adjustment expenses or our ability to reasonably estimate such losses,
such as:
•The continuing duration of the pandemic and governmental actions to limit the
spread of the virus that may produce additional economic losses
•The number of policyholders that will ultimately submit claims or file lawsuits
•The lack of submitted proofs of loss for allegedly covered claims
•Judicial rulings in similar litigation involving other companies in the
insurance industry
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•Differences in state laws and developing case law
•Litigation trends, including varying legal theories advanced by policyholders
•Whether and to what degree any class of policyholders may be certified
•The inherent unpredictability of litigation
•Unusually high levels of catastrophe losses due to risk concentrations, changes
in weather patterns (whether as a result of global climate change or otherwise),
environmental events, war or political unrest, terrorism incidents,
cyberattacks, civil unrest or other causes
•Increased frequency and/or severity of claims or development of claims that are
unforeseen at the time of policy issuance, due to inflationary trends or other
causes
•Inadequate estimates or assumptions, or reliance on third-party data used for
critical accounting estimates
•Declines in overall stock market values negatively affecting our equity
portfolio and book value
•Interest rate fluctuations or other factors that could significantly affect:
•Our ability to generate growth in investment income
•Values of our fixed-maturity investments, including accounts in which we hold
bank-owned life insurance contract assets
•Our traditional life policy reserves
•Domestic and global events, such as
disruptions in the banking and financial services industry, resulting in capital
market or credit market uncertainty, followed by prolonged periods of economic
instability or recession, that lead to:
•Significant or prolonged decline in the fair value of a particular security or
group of securities and impairment of the asset(s)
•Significant decline in investment income due to reduced or eliminated dividend
payouts from a particular security or group of securities
•Significant rise in losses from surety or director and officer policies written
for financial institutions or other insured entities
•Our inability to manage Cincinnati Global or other subsidiaries to produce
related business opportunities and growth prospects for our ongoing operations
•Recession, prolonged elevated inflation or other economic conditions resulting
in lower demand for insurance products or increased payment delinquencies
•Ineffective information technology systems or discontinuing to develop and
implement improvements in technology may impact our success and profitability
•Difficulties with technology or data security breaches, including cyberattacks,
that could negatively affect our or our agents' ability to conduct business;
disrupt our relationships with agents, policyholders and others; cause
reputational damage, mitigation expenses and data loss and expose us to
liability under federal and state laws
•Difficulties with our operations and technology that may negatively impact our
ability to conduct business, including cloud-based data information storage,
data security, cyberattacks, remote working capabilities, and/or outsourcing
relationships and third-party operations and data security
•Disruption of the insurance market caused by technology innovations such as
driverless cars that could decrease consumer demand for insurance products
•Delays, inadequate data developed internally or from third parties, or
performance inadequacies from ongoing development and implementation of
underwriting and pricing methods, including telematics and other usage-based
insurance methods, or technology projects and enhancements expected to increase
our pricing accuracy, underwriting profit and competitiveness
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•Intense competition, and the impact of innovation, technological change and
changing customer preferences on the insurance industry and the markets in which
we operate, could harm our ability to maintain or increase our business volumes
and profitability
•Changing consumer insurance-buying habits and consolidation of independent
insurance agencies could alter our competitive advantages
•Inability to obtain adequate ceded reinsurance on acceptable terms, amount of
reinsurance coverage purchased, financial strength of reinsurers and the
potential for nonpayment or delay in payment by reinsurers
•Inability to defer policy acquisition costs for any business segment if pricing
. . .
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits Exhibit 3.1 - Amended and Restated C ode of Regulations as of May 6, 2023
Exhibit 99.1 - News release entitled, "Cincinnati Financial Corporation
Holds Shareholders' and Directors' Meetings"
Exhibit 99.2 - News release entitled, "Cincinnati Financial Corporation
Increases Regular Quarterly Cash Dividend "
Exhibit 104 - The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL
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