Item 7.01 Regulation FD Disclosure
On
Final voting results on matters properly brought before the annual meeting of
shareholders held on
Total Outstanding Shares as of Record Date: 157,176,468 Shares Represented at Meeting: 139,770,460
Proposal 1- Election of Directors
For Against Abstain Broker Nonvotes Thomas J. Aaron 124,640,606 1,011,881 120,950 13,997,023 Nancy C. Benacci 124,636,548 1,020,676 116,216 13,997,020 Linda W. Clement-Holmes 121,011,040 4,362,154 400,245 13,997,021 Dirk J. Debbink 111,514,416 14,128,246 130,772 13,997,026 Steven J. Johnston 119,672,361 5,526,180 574,900 13,997,019 Jill P. Meyer 123,331,081 2,307,414 134,941 13,997,024 David P. Osborn 115,905,085 9,750,545 117,807 13,997,023 Gretchen W. Schar 112,890,248 12,744,623 138,566 13,997,023 Charles O. Schiff 123,403,803 2,260,653 108,979 13,997,025 Douglas S. Skidmore 114,232,147 11,414,731 126,556 13,997,026 John F. Steele, Jr. 123,195,736 2,446,479 131,220 13,997,025 Larry R. Webb 122,652,398 2,905,023 216,015 13,997,024
Proposal 2 - Approve the Amended and Restated Code of Regulations
For Against Abstain Broker Nonvotes 125,215,165 364,428 193,843 13,997,024
Proposal 3 - Approve Compensation for Named Executive Officers
For Against Abstain Broker Nonvotes 119,931,679 5,407,743 434,006 13,997,032
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Proposal 4 - Select Frequency of Future Votes for Compensation for Named Executive Officers One-Year Two-Years Three-Years Abstain Broker Nonvotes 123,397,363 234,814 1,842,885 298,366 13,997,032
Proposal 5- Ratify Selection of
For Against Abstain 135,508,757 4,084,700 177,003
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.
Safe Harbor
This is our "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995. Our business is subject to certain risks and uncertainties that may cause actual results to differ materially from those suggested by the forward-looking statements in this report. Some of those risks and uncertainties are discussed in our 2022 Annual Report on Form 10-K, Item 1A, Risk Factors, Page 32.
Factors that could cause or contribute to such differences include, but are not limited to:
•Effects of the COVID-19 pandemic that could affect results for reasons such as:
•Securities market disruption or volatility and related effects such as decreased economic activity and continued supply chain disruptions that affect our investment portfolio and book value
•An unusually high level of claims in our insurance or reinsurance operations that increase litigation-related expenses
•An unusually high level of insurance losses, including risk of legislation or court decisions extending business interruption insurance in commercial property coverage forms to cover claims for pure economic loss related to the COVID-19 pandemic
•Decreased premium revenue and cash flow from disruption to our distribution channel of independent agents, consumer self-isolation, travel limitations, business restrictions and decreased economic activity
•Inability of our workforce, agencies or vendors to perform necessary business functions
•Ongoing developments concerning business interruption insurance claims and litigation related to the COVID-19 pandemic that affect our estimates of losses and loss adjustment expenses or our ability to reasonably estimate such losses, such as:
•The continuing duration of the pandemic and governmental actions to limit the spread of the virus that may produce additional economic losses
•The number of policyholders that will ultimately submit claims or file lawsuits
•The lack of submitted proofs of loss for allegedly covered claims
•Judicial rulings in similar litigation involving other companies in the insurance industry
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•Differences in state laws and developing case law
•Litigation trends, including varying legal theories advanced by policyholders
•Whether and to what degree any class of policyholders may be certified
•The inherent unpredictability of litigation
•Unusually high levels of catastrophe losses due to risk concentrations, changes in weather patterns (whether as a result of global climate change or otherwise), environmental events, war or political unrest, terrorism incidents, cyberattacks, civil unrest or other causes
•Increased frequency and/or severity of claims or development of claims that are unforeseen at the time of policy issuance, due to inflationary trends or other causes
•Inadequate estimates or assumptions, or reliance on third-party data used for critical accounting estimates
•Declines in overall stock market values negatively affecting our equity portfolio and book value
•Interest rate fluctuations or other factors that could significantly affect:
•Our ability to generate growth in investment income
•Values of our fixed-maturity investments, including accounts in which we hold bank-owned life insurance contract assets
•Our traditional life policy reserves
•Domestic and global events, such as
•Significant or prolonged decline in the fair value of a particular security or group of securities and impairment of the asset(s)
•Significant decline in investment income due to reduced or eliminated dividend payouts from a particular security or group of securities
•Significant rise in losses from surety or director and officer policies written for financial institutions or other insured entities
•Our inability to manage Cincinnati Global or other subsidiaries to produce related business opportunities and growth prospects for our ongoing operations
•Recession, prolonged elevated inflation or other economic conditions resulting in lower demand for insurance products or increased payment delinquencies
•Ineffective information technology systems or discontinuing to develop and implement improvements in technology may impact our success and profitability
•Difficulties with technology or data security breaches, including cyberattacks, that could negatively affect our or our agents' ability to conduct business; disrupt our relationships with agents, policyholders and others; cause reputational damage, mitigation expenses and data loss and expose us to liability under federal and state laws
•Difficulties with our operations and technology that may negatively impact our ability to conduct business, including cloud-based data information storage, data security, cyberattacks, remote working capabilities, and/or outsourcing relationships and third-party operations and data security
•Disruption of the insurance market caused by technology innovations such as driverless cars that could decrease consumer demand for insurance products
•Delays, inadequate data developed internally or from third parties, or performance inadequacies from ongoing development and implementation of underwriting and pricing methods, including telematics and other usage-based insurance methods, or technology projects and enhancements expected to increase our pricing accuracy, underwriting profit and competitiveness
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•Intense competition, and the impact of innovation, technological change and changing customer preferences on the insurance industry and the markets in which we operate, could harm our ability to maintain or increase our business volumes and profitability
•Changing consumer insurance-buying habits and consolidation of independent insurance agencies could alter our competitive advantages
•Inability to obtain adequate ceded reinsurance on acceptable terms, amount of reinsurance coverage purchased, financial strength of reinsurers and the potential for nonpayment or delay in payment by reinsurers
•Inability to defer policy acquisition costs for any business segment if pricing . . .
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits Exhibit 3.1 - Amended and Restated C ode of Regulations as of May 6, 2023
Exhibit 99.1 - News release entitled, "Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings"
Exhibit 99.2 - News release entitled, "Cincinnati Financial Corporation Increases Regular Quarterly Cash Dividend "
Exhibit 104 - The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
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