Cincinnati Financial Corp Files Definitive Proxy Statement

Ticker: CINF · Form: DEF 14A · Filed: Mar 20, 2024 · CIK: 20286

Cincinnati Financial Corp DEF 14A Filing Summary
FieldDetail
CompanyCincinnati Financial Corp (CINF)
Form TypeDEF 14A
Filed DateMar 20, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Cincinnati Financial Corp, Corporate Governance, Shareholder Meeting

TL;DR

<b>Cincinnati Financial Corp. has filed its Definitive Proxy Statement (DEF 14A) on March 20, 2024</b>.

AI Summary

CINCINNATI FINANCIAL CORP (CINF) filed a Proxy Statement (DEF 14A) with the SEC on March 20, 2024. Filing type is DEF 14A, filed on 2024-03-20. Reporting period ends 2024-05-04. Company name: Cincinnati Financial Corp. Standard Industrial Classification: FIRE, MARINE & CASUALTY INSURANCE [6331]. Fiscal year ends December 31.

Why It Matters

For investors and stakeholders tracking CINCINNATI FINANCIAL CORP, this filing contains several important signals. This filing provides detailed information regarding the company's annual meeting of shareholders and related matters, including executive compensation and voting procedures. As a DEF 14A filing, it is a crucial document for investors to understand corporate governance and management decisions.

Risk Assessment

Risk Level: low — CINCINNATI FINANCIAL CORP shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to assess management incentives and potential governance shifts.

Key Numbers

  • 2024-03-20 — Filing Date (Filed as of date)
  • 2024-05-04 — Reporting Period End Date (Conformed period of report)
  • 2023-12-31 — Fiscal Year End (Fiscal year end)

Key Players & Entities

  • CINCINNATI FINANCIAL CORP (company) — COMPANY CONFORMED NAME
  • 0000020286 (company) — CENTRAL INDEX KEY
  • 6331 (company) — STANDARD INDUSTRIAL CLASSIFICATION
  • OH (company) — STATE OF INCORPORATION
  • 310746871 (company) — IRS NUMBER
  • 6200 S GILMORE RD (company) — BUSINESS ADDRESS STREET 1
  • FAIRFIELD (company) — BUSINESS ADDRESS CITY
  • 45014 (company) — BUSINESS ADDRESS ZIP

FAQ

When did CINCINNATI FINANCIAL CORP file this DEF 14A?

CINCINNATI FINANCIAL CORP filed this Proxy Statement (DEF 14A) with the SEC on March 20, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CINCINNATI FINANCIAL CORP (CINF).

Where can I read the original DEF 14A filing from CINCINNATI FINANCIAL CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CINCINNATI FINANCIAL CORP.

What are the key takeaways from CINCINNATI FINANCIAL CORP's DEF 14A?

CINCINNATI FINANCIAL CORP filed this DEF 14A on March 20, 2024. Key takeaways: Filing type is DEF 14A, filed on 2024-03-20.. Reporting period ends 2024-05-04.. Company name: Cincinnati Financial Corp..

Is CINCINNATI FINANCIAL CORP a risky investment based on this filing?

Based on this DEF 14A, CINCINNATI FINANCIAL CORP presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

What should investors do after reading CINCINNATI FINANCIAL CORP's DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to assess management incentives and potential governance shifts. The overall sentiment from this filing is neutral.

How does CINCINNATI FINANCIAL CORP compare to its industry peers?

Cincinnati Financial Corporation operates in the FIRE, MARINE & CASUALTY INSURANCE industry, a sector characterized by risk management and underwriting.

Are there regulatory concerns for CINCINNATI FINANCIAL CORP?

As a publicly traded insurance company, Cincinnati Financial Corp. is subject to regulations from the SEC and state insurance authorities.

Industry Context

Cincinnati Financial Corporation operates in the FIRE, MARINE & CASUALTY INSURANCE industry, a sector characterized by risk management and underwriting.

Regulatory Implications

As a publicly traded insurance company, Cincinnati Financial Corp. is subject to regulations from the SEC and state insurance authorities.

What Investors Should Do

  1. Review the proxy statement for details on the annual meeting agenda and voting items.
  2. Examine executive compensation packages and any related proposals.
  3. Analyze any shareholder proposals or director nominations presented.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for annual shareholder meetings and does not represent a change from previous filings of the same type.

Filing Stats: 4,426 words · 18 min read · ~15 pages · Grade level 12 · Accepted 2024-03-20 09:12:27

Filing Documents

Security Ownership of Principal Shareholders and Management 9

Security Ownership of Principal Shareholders and Management 9 Delinquent Section 16(a) Reports 11 Information About the Board of Directors 12 Proposal 1 - Election of Directors 12 Nominees for Directors for Terms of Office Continuing until 2025 12 Committees of the Board and Meetings 21 Compensation of Non-Employee Directors 23 Governance of Your Company 25 Governance Policies and Practices 25 Certain Relationships and Transactions 29 Compensation of Named Executive Officers 31 Proposal 2 - Say-on-Pay: Advisory Vote on Compensation of Named Executive Officers 31 Proposal 3 - Approval of Cincinnati Financial Corporation 2024 Stock Compensation Plan 32 Report of the Compensation Committee 38 Compensation Committee Interlocks and Insider Participation 38 Compensation Discussion and Analysis 38 Audit-Related Matters 78 Proposal 4 - Ratifying the Selection of the Independent Registered Public Accounting Firm 78 Report of the Audit Committee 78 Fees Billed by the Independent Registered Public Accounting Firm 80 Services Provided by the Independent Registered Public Accounting Firm 80 Frequently Asked Questions 82 Conclusion 85 Shareholder Proposals, Director Nominations and Important Dates 85 Cost of Solicitation 86 Other Business 86 Appendix A - Definitions of Non-GAAP Information and Reconciliation to Comparable GAAP Measures 87 Appendix B - Cincinnati Financial Corporation 2024 Stock Compensation Plan 91 Page 2 Proxy Summary This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider before voting. Please read the entire proxy statement, and for more complete information about the company's 2023 performance, please review the company's 2023 Annual Report on Form 10-K. 2024 Annual Meeting of Shareholders Date and Time: May 4, 2024, 9:30 a.m. ET Location: Cincinnati Financial Corporation 6200 South Gilmore Road Fair

Executive Compensation

Executive Compensation The board believes that it is in the best interest of the company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the company's pay-for-performance compensation philosophy. In addition to recoupment provisions contained in existing shareholder approved plans, in 2023 the board adopted a new Policy For The Recovery Of Erroneously Awarded Compensation to provide for the recoupment of certain executive incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities laws. This policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (Exchange Act) and applicable Nasdaq rules. Director Compensation In order to attract and retain skilled and effective directors, the compensation committee periodically reviews the level of compensation paid to our non-employee directors. It conducted such a review in 2023, which included a study of the elements of compensation, such as cash and stock-based compensation in the form of meeting fees and retainers for all non-employee directors and retainers for the independent lead director and chairs of the board's independent committees. The compensation committee also considers the market capitalization and the level and elements of director compensation paid by companies in our peer group. The 2023 review revealed that the average of the compensation paid to our non-employee directors is significantly below that paid by companies in our peer group of similar size. In early 2024, the compensation committee adjusted the retainers paid to our non-employee directors and additional retainers paid to the lead independent director and the chairs of the independent committees with the intent of raising the average level of compensation paid to our non-employee directors to be within a reasonable range of the compensa

Security Ownership of Principal Shareholders and Management

Security Ownership of Principal Shareholders and Management Under Section 13(d) of the Exchange Act, a beneficial owner of a security is any person who directly or indirectly has or shares voting power or investment authority over such security. A beneficial owner under this definition need not enjoy the economic benefit of such securities. The following are the only shareholders known to the company who are deemed to be beneficial owners of at least 5% of our common stock as of March 6, 2024. Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Footnote Reference Percent of Class Common Stock The Vanguard Group Inc. 19,174,221 (1) 12.24 100 Vanguard Blvd. Malvern, PA 19355 Common Stock BlackRock Inc. 12,157,797 (2) 7.76 55 East 52 nd Street New York, NY 10055 Common Stock State Street Corporation 9,711,032 (3) 6.20 One Lincoln Street Boston, MA 02111 Page 9 The outstanding common shares beneficially owned by each director and named executive officer, and total outstanding shares for all directors and executive officers as a group as of March 6, 2024, are shown below: Name of Beneficial Owner Amount and Nature of Beneficial Ownership Footnote Reference Percent of Class Other Directors and Named Executive Officers Thomas J. Aaron, CPA 10,303 0.01 Nancy C. Benacci, CFA, NACD.DC 5,530 — Linda W. Clement-Holmes 16,169 0.01 Teresa C. Cracas, Esq. 152,354 (4) 0.10 Dirk J. Debbink 52,707 0.03 Steven J. Johnston, FCAS, MAAA, CFA, CERA 779,062 (4)(5) 0.50 John S. Kellington 221,685 (4) 0.14 Jill P. Meyer, Esq. 4,447 — David P. Osborn, CFA 54,473 0.03 Gretchen W. Schar 33,142 0.02 Charles O. Schiff 1,160,034 (6)(7) 0.74 Michael J. Sewell, CPA 318,058 (4)(5) 0.20 Douglas S. Skidmore 49,831 (8) 0.03 Stephen M. Spray 184,437 (4) 0.12 John F. Steele, Jr. 30,337 (6) 0.02 Larry R. Webb, CPCU 506,672 (9) 0.32 Cheng-sheng Peter Wu, FCAS, ASA, MAAA, CSPA — — All directo

: Gender Identity

Part I: Gender Identity Directors 4 10 0 0

: Demographic Background

Part II: Demographic Background African American or Black 1 0 0 0 Alaskan Native or Native American 0 0 0 0 Asian 0 1 0 0 Hispanic or Latinx 0 0 0 0 Native Hawaiian or Pacific Islander 0 0 0 0 White 3 9 0 0 Two or More Races or Ethnicities 0 0 0 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 The nominating committee's process to recommend qualified director candidates is described on Page 27 under Director Nomination Considerations and Process. The biographies of our director nominees, including their names, ages, the year first elected as a director, their present positions, principal occupations and public company directorships held in the past five or more years begin on Page 14 . For each director, we also describe specific individual qualifications and skills that contribute to the overall effectiveness of our board and its committees. Page 13 Biographical Information About Our Director Nominees (Data as of March 6, 2024) Thomas J. Aaron CPA Age: 62 Director since 2019 Committees: Audit U.S. Property Casualty Insurance Subsidiary Director Mr. Aaron was executive vice president and chief financial officer from 2017 to 2019 of Community Health Systems Inc., one of the largest publicly traded hospital companies in the nation and a leading operator of acute care hospitals. He retired in 2019, and remained as an adviser to that company through 2021. Prior to joining CHS in 2016, Mr. Aaron was Deloitte's Tennessee managing partner where he provided strategy and mergers and acquisitions consulting and audit services. He began his 32-year career with Deloitte working with property casualty and reinsurance clients before transitioning to large, national healthcare organizations. Director Qualifications Brings to the board financial expertise and experience that equips him to understand and guide management decisions and actions related to planning, risk management, investor relations and capital management Certified in Cybersecurity Ov

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