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 5, 2018
(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 7, 2018, 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 7, 2018, 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 5, 2018, are set forth below:
Total Outstanding Shares as of Record Date:        164,089,681
Shares Represented at Meeting:            149,210,353

Proposal 1—Election of Directors
 
For
Against
Abstain
Broker Nonvotes
William F. Bahl
117,343,903

11,590,830

237,072

20,038,548

Gregory T. Bier
127,132,102

1,802,977

236,728

20,038,546

Linda W. Clement-Holmes
127,636,044

1,297,676

238,086

20,038,547

Dirk J. Debbink
127,386,572

1,484,435

300,798

20,038,548

Steven J. Johnston
126,966,562

1,972,424

232,818

20,038,549

Kenneth C. Lichtendahl
119,313,876

9,583,224

274,703

20,038,550

W. Rodney McMullen
110,962,997

17,949,207

259,599

20,038,550

David P. Osborn
128,356,125

559,718

255,961

20,038,549

Gretchen W. Price
125,352,526

3,570,295

248,985

20,038,547

Thomas R. Schiff
126,314,540

2,687,262

170,004

20,038,547

Douglas S. Skidmore
125,662,765

3,235,380

273,662

20,038,546

Kenneth W. Stecher
126,666,722

2,334,837

170,246

20,038,548

John F. Steele, Jr.
126,319,036

2,588,650

264,120

20,038,547

Larry R. Webb
126,275,375

2,697,548

198,884

20,038,546


Proposal 2—Approve an amendment to the company's Code of Regulations to add proxy access provisions for director nominations
For
Against
Abstain
Broker Nonvotes
126,013,092

2,736,729

421,976

20,038,556


Proposal 3 —Approve the Cincinnati Financial Corporation Nonemployee Directors' Stock Plan of 2018
For
Against
Abstain
Broker Nonvotes
125,137,398

3,233,576

800,817

20,038,562






Proposal 4 —Approve Compensation for Named Executive Officers
For
Against
Abstain
Broker Nonvotes
123,861,738

4,355,151

954,907

20,038,557


Proposal 5—Ratify Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2018
For
Against
Abstain
146,939,159

2,058,300

212,894


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 7, 2018, titled “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings”

Exhibit 99.2– News release dated May 7, 2018, 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 9, 2018
/s/Lisa A. Love
 
Lisa A. Love, Esq.
 
Senior Vice President, General Counsel and Corporate Secretary