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March 24, 2022 Newswires
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Proxy Statement 2022

U.S. Regulated Equity Markets (Alternative Disclosure) via PUBT

2022 ANNUAL

SHAREHOLDER MEETING NOTICE AND PROXY STATEMENT

CINCINNATI

Cincinnati Financial Corporation stands among the 25 largest property casualty insurers in the nation, based on net written premiums. A select group of independent agencies actively markets our business, home and auto insurance in 46 states. Within this select group, we also seek to become the life insurance carrier of choice and to help agents and their clients - our policyholders - by offering leasing and financing services.

Three competitive advantages distinguish your company, positioning us to build shareholder value and long-term success:

  1. Commitment to our network of professional independent insurance agencies and to their continued success
  2. Operating structure that supports local decision making, showcasing the strength of our field claims service, field underwriting and field support services
  3. Financial strength to fulfill our promises and be a consistent market for our agents' business, supporting stability and confidence

Leamore about where we are today and where we are headed by reviewing our publications on cinfin.com/investors.

CINCINNATI

Independent agents who work with The Cincinnati Insurance Company appreciate the ease with which they can reach us. Finding value in direct access to associates from all areas of the company, we often hear, "I love that you answer the phone." However, we know it's more than just easily reaching a real person - it's reaching a person who can offer solutions and options. We've invested in talented associates who increase the capabilities we have

and the resources we provide to agents and their clients when they have unique or challenging insurance situations.

We answer the call for local independent insurance agents:

  • offering a breadth of products that create flexibility in responding to the needs of business owners, from entrepreneurs just starting out to those operating multi-million dollar businesses, as well as both middle market and high net worth personal lines clients.
  • connecting professional risk management associates to business leaders, large fleet operators, homeowners and collectors, helping them prevent loss or damage to their most important assets.
  • responding with fast, fair and empathetic claims service, supporting our agents' reputations in their communities and making communities, businesses and families financially whole again.

2022 Annual Shareholder Meeting Notice

and Proxy Statement

March 24, 2022

To the Shareholders of Cincinnati Financial Corporation:

You are cordially invited to attend the Annual Meeting of Shareholders of Cincinnati Financial Corporation, which will take place at 9:30 a.m. on Saturday, May 7, 2022 at the Cincinnati Art Museum, located in Eden Park, Cincinnati, Ohio. The business to be conducted at the meeting includes:

  1. Electing 13 directors for one-year terms;
  2. Voting on a nonbinding proposal to approve compensation for the company's named executive officers;
  3. Ratifying the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2022;
  4. Transacting such other business as may properly come before the meeting.

Shareholders of record at the close of business on March 9, 2022, are entitled to vote at the meeting.

Whether or not you plan to attend the meeting, please cast your vote as promptly as possible. We encourage convenient online voting, which saves you and your company significant postage and processing costs. If you prefer, you may submit your vote by telephone or by mail. Detailed voting instructions can be found in the Frequently Asked Questions section on Page 72 of this proxy statement.

Thank you for your interest and participation in the affairs of the company.

/S/ Lisa A. Love

Lisa A. Love, Esq.

Senior Vice President, General Counsel and Corporate Secretary

This proxy statement, the 2021 Annual Report on Form 10-K, the 2022 Annual Letter to Shareholders and voting instructions were first made available to Cincinnati Financial Corporation shareholders on March 24, 2022.

Table of Contents

Proxy Summary

3

2022 Annual Meeting of Shareholders

3

Voting Matters and Board Recommendations

3

2021 Governance Highlights

4

Our Governance Practices

4

Director Nominees

6

2021 Executive Compensation Highlights

7

Security Ownership of Principal Shareholders and Management

8

Delinquent Section 16(a) Reports

10

Information About the Board of Directors

11

Proposal 1 - Election of Directors

11

Nominees for Directors for Terms of Office Continuing until 2023

11

Compensation of Non-Employee Directors

22

Governance of Your Company

24

Governance Policies and Practices

24

Certain Relationships and Transactions

28

Compensation of Named Executive Officers and Directors

30

Proposal 2 - Say-on-Pay: Advisory Vote on Compensation of Named Executive Officers

30

Report of the Compensation Committee

31

Compensation Committee Interlocks and Insider Participation

31

Compensation Discussion and Analysis

32

Audit-Related Matters

68

Proposal 3 - Ratifying the Selection of the Independent Registered Public Accounting Firm

68

Report of the Audit Committee

68

Fees Billed by the Independent Registered Public Accounting Firm

70

Services Provided by the Independent Registered Public Accounting Firm

70

Frequently Asked Questions

72

Conclusion

75

Shareholder Proposals, Director Nominations and Important Dates

75

Cost of Solicitation

76

Other Business

76

Appendix - Definitions of Non-GAAP Information and Reconciliation to Comparable GAAP Measures

77

Page 2

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider before voting. Please read the entire proxy statement, and for more complete information about the company's 2021 performance, please review the company's 2021 Annual Report on Form 10-K.

2022 Annual Meeting of Shareholders

Date and Time:

May 7, 2022, 9:30 a.m. ET

Location:

The Cincinnati Art Museum

953 Eden Park Drive

Cincinnati, Ohio 45202

Record Date:

March 9, 2022

A listen-only webcast will also be available to the public at cinfin.com/investors.

Voting Matters and Board Recommendations

Our Board's Recommendation

Election of Directors (Page 11)

FOR Each Director Nominee

Advisory Vote to Approve Executive Compensation (Page 30)

FOR

Ratification of Auditors (Page 68)

FOR

Page 3

This is an excerpt of the original content. To continue reading it, access the original document here.

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Disclaimer

Cincinnati Financial Corporation published this content on 24 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2022 13:12:53 UTC.

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