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:  May 6, 2017
(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 May 8, 2017, 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 May 8, 2017, 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.
Final voting results on matters properly brought before the annual meeting of shareholders held on May 6, 2017, are set forth below:
Total Outstanding Shares as of Record Date:        164,815,425
Shares Represented at Meeting:            147,871,823

Proposal 1—Election of Directors
 
For
Against
Abstain
Broker Nonvotes
William F. Bahl
117,006,137

10,808,181

641,155

19,416,350

Gregory T. Bier
126,624,066

1,207,347

624,058

19,416,352

Linda W. Clement-Holmes
126,250,739

1,569,421

635,312

19,416,351

Dirk J. Debbink
127,424,560

383,377

647,534

19,416,352

Steven J. Johnston
126,634,330

1,258,158

562,982

19,416,353

Kenneth C. Lichtendahl
118,039,692

9,777,216

638,564

19,416,351

W. Rodney McMullen
117,458,771

10,405,280

591,419

19,416,353

David P. Osborn
127,450,663

366,530

638,278

19,416,352

Gretchen W. Price
124,762,674

3,028,775

664,023

19,416,351

Thomas R. Schiff
124,385,082

3,464,739

605,651

19,416,351

Douglas S. Skidmore
124,915,588

2,902,875

637,008

19,416,352

Kenneth W. Stecher
125,133,412

2,749,970

572,090

19,416,351

John F. Steele, Jr.
126,341,754

1,484,890

628,829

19,416,350

Larry R. Webb
125,195,704

2,617,702

642,064

19,416,353


Proposal 2—Ratify Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2017
For
Against
Abstain
145,325,341
1,643,790
902,692

Proposal 3 —Approve Compensation for Named Executive Officers
For
Against
Abstain
Broker Nonvotes
124,987,070

2,297,287

1,170,403

19,417,063






Proposal 4 —Select Frequency of Future Votes for Compensation for Named Executive Officers
One-Year
Two-Years
Three-Years
Abstain
Broker Nonvotes
115,783,775

180,595

11,472,007

1,018,877

19,416,569


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 May 8, 2017, titled “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings”

Exhibit 99.2– News release dated May 8, 2017, titled “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend”
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:  May 10, 2017
/s/Lisa A. Love
 
Lisa A. Love, Esq.
 
Senior Vice President, General Counsel and Corporate Secretary