Proxy Statement 2022
2022 ANNUAL
SHAREHOLDER MEETING NOTICE AND PROXY STATEMENT
Three competitive advantages distinguish your company, positioning us to build shareholder value and long-term success:
- Commitment to our network of professional independent insurance agencies and to their continued success
- Operating structure that supports local decision making, showcasing the strength of our field claims service, field underwriting and field support services
- 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.
Independent agents who work with The
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
To the Shareholders of
You are cordially invited to attend the Annual Meeting of Shareholders of
- Electing 13 directors for one-year terms;
- Voting on a nonbinding proposal to approve compensation for the company's named executive officers;
- Ratifying the selection of
Deloitte & Touche LLP as the company's independent registered public accounting firm for 2022; - Transacting such other business as may properly come before the meeting.
Shareholders of record at the close of business on
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/
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
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 |
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: |
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Location: |
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Record Date: |
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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
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Attachments
Disclaimer
2022 Annual Letter to Shareholders
Families USA: New Numbers – 18 Million People Could Lose Coverage If Congress Does Not Act Now
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