Blog: CINCINNATI FINANCIAL CORP FILES (8-K) Disclosing Regulation FD Disclosure, Financial Statements and Exhibits – Insurance News Net

Item 7.01 Regulation FD Disclosure

On May 9, 2022, 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 9, 2022, 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 7, 2022, are set forth below:

Total Outstanding Shares as of Record Date: 160,439,794
Shares Represented at Meeting: 139,639,897

Proposal 1- Election of Directors

                                 For         Against      Abstain    Broker Nonvotes
Thomas J. Aaron              124,944,237     890,607      199,639      13,605,414
William F. Bahl              104,589,274    20,975,150    470,055      13,605,418
Nancy C. Benacci             124,937,073     900,322      197,090      13,605,412
Linda W. Clement-Holmes      121,488,956    4,344,926     200,602      13,605,413
Dirk J. Debbink              123,300,937    2,533,921     199,627      13,605,412
Steven J. Johnston           118,970,059    6,239,529     824,893      13,605,416
Jill P. Meyer                123,842,800    1,998,115     193,569      13,605,413
David P. Osborn              116,721,670    9,118,885     193,931      13,605,411
Gretchen W. Schar            112,971,440    12,881,704    181,342      13,605,411
Charles O. Schiff            123,544,828    2,340,975     148,678      13,605,416
Douglas S. Skidmore          114,653,018    11,179,530    201,934      13,605,415
John F. Steele, Jr.          123,179,430    2,636,576     218,476      13,605,415
Larry R. Webb                123,068,549    2,771,770     194,163      13,605,415

Proposal 2 – Approve Compensation for Named Executive Officers

     For         Against     Abstain    Broker Nonvotes
 119,633,518    5,636,563    764,392      13,605,424

Proposal 3- Ratify Selection of Deloitte & Touche LLP as Independent Registered
Public Accounting Firm for 2022

     For         Against   Abstain
 134,820,346    4,646,094    173,457


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 2021 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

•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

•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

•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, terrorism incidents, cyberattacks, civil unrest or other

•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

•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

•Prolonged low interest rate environment or other factors that limit our ability
to generate growth in investment income or interest rate fluctuations that
result in declining values of fixed-maturity


investments, including declines in accounts in which we hold bank-owned life
insurance contract assets

•Domestic and global events, such as Russia’s invasion of Ukraine, resulting in
capital market or credit market uncertainty, followed by prolonged periods of
economic instability or recession, that lead to:

•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 agent’s 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

•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 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
and loss trends would lead management to conclude that segment could not achieve
sustainable profitability

•Inability of our subsidiaries to pay dividends consistent with current or past

•Events or conditions that could weaken or harm our relationships with our
independent agencies and hamper opportunities to add new agencies, resulting in
limitations on our opportunities for growth, such as:

•Downgrades of our financial strength ratings

•Concerns that doing business with us is too difficult

•Perceptions that our level of service, particularly claims service, is no
. . .

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

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

Leave a Reply

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s