Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report:  April 27, 2019
(Date of earliest event reported)
 
 
CINCINNATI FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Ohio
0-4604
31-0746871
(State or other jurisdiction
 of incorporation)
(Commission
 File Number)
(I.R.S. Employer
 Identification No.)
 
 
 
6200 S. Gilmore Road, Fairfield, Ohio
45014-5141
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code:  (513) 870-2000
 
N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨
Emerging growth company

¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 5.07 Submission of Matters to a Vote of Security Holders
Item 7.01 Regulation FD Disclosure
On April 29, 2019, Cincinnati Financial Corporation issued the attached news 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 April 29, 2019, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend.” The news release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference. On April 30, 2019, Cincinnati Financial Corporation issued the attached news release "Cincinnati Financial Corporation Changes Name of MSP Underwriting Ltd. to Cincinnati Global Underwriting Ltd." The news release is furnished as Exhibit 99.3 hereto and is incorporated herein by reference.
Final voting results on matters properly brought before the annual meeting of shareholders held on April 27, 2019, are set forth below:
Total Outstanding Shares as of Record Date:        163,127,889
Shares Represented at Meeting:            148,145,789

Proposal 1—Election of Directors
 
For
Against
Abstain
Broker Nonvotes
William F. Bahl
113,847,531

15,059,242

295,891

18,943,125

Gregory T. Bier
126,095,697

2,905,779

201,660

18,942,653

Linda W. Clement-Holmes
125,016,337

3,999,356

186,975

18,943,121

Dirk J. Debbink
124,896,756

4,026,389

279,523

18,943,121

Steven J. Johnston
127,228,809

1,770,546

203,783

18,942,651

Kenneth C. Lichtendahl
119,361,614

9,564,976

276,549

18,942,650

W. Rodney McMullen
77,166,184

51,802,018

234,937

18,942,650

David P. Osborn
128,469,434

434,060

299,643

18,942,652

Gretchen W. Price
115,405,626

13,565,359

231,682

18,943,122

Thomas R. Schiff
125,714,636

3,333,546

154,958

18,942,649

Douglas S. Skidmore
122,444,282

6,528,397

229,986

18,943,124

Kenneth W. Stecher
126,371,384

2,637,417

194,337

18,942,651

John F. Steele, Jr.
126,018,316

2,969,738

215,083

18,942,652

Larry R. Webb
125,715,116

3,624,820

223,201

18,942,652



Proposal 2 —Approve Compensation for Named Executive Officers
For
Against
Abstain
Broker Nonvotes
124,719,287

3,679,844

803,827

18,942,831


Proposal 3—Ratify Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2018
For
Against
Abstain
144,895,349

3,067,296

183,144






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.

Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1– News release dated April 29, 2019, titled “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings”

Exhibit 99.2– News release dated April 29, 2019, titled “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend”

Exhibit 99.3– News release dated April 30, 2019, titled “Cincinnati Financial Corporation Changes Name of MSP Underwriting Ltd. to Cincinnati Global Underwriting Ltd.”

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
CINCINNATI FINANCIAL CORPORATION
 
 
 
 
 
 
Date:  April 30, 2019
/s/Lisa A. Love
 
Lisa A. Love, Esq.
 
Senior Vice President, General Counsel and Corporate Secretary