false0000021175Common Stock, Par value $2.50"CNA" 0000021175 2020-02-25 2020-02-25 0000021175 exch:XNYS 2020-02-25 2020-02-25 0000021175 exch:XCHI 2020-02-25 2020-02-25


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 (Date of earliest event reported) February 25, 2020

CNA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
1-5823
 
36-6169860
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

151 N. Franklin
Chicago, IL 60606
(Address of principal executive offices) (Zip Code)
(312) 822-5000
(Registrant's telephone number, including area code)

NOT APPLICABLE
(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 (see General Instruction A.2. below):
☐ 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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, Par value $2.50
 
"CNA"
 
New York Stock Exchange
 
 
 
 
Chicago Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2020, the Registrant issued a press release announcing the decision of James M. Anderson, Executive Vice President and Chief Financial Officer, to resign effective February 25, 2020. The press release is filed as Exhibit 99.1 to this Form 8-K.
ITEM 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2020, the Registrant announced that Al Miralles, President, CNA Warranty, will succeed Mr. Anderson as the Registrant’s Executive Vice President and Chief Financial Officer, as of February 25, 2020. Mr. Miralles joined the Registrant as Treasurer and Senior Vice President, Investments, in 2011, was appointed President of Long Term Care in 2014, was then named Chief Risk Officer in early 2018 and appointed President, CNA Warranty, in November 2019. Mr. Miralles has been responsible for strategic oversight of the Registrant’s long term care business since 2014 and will retain such responsibility with his new role. Prior to joining the Registrant, Mr. Miralles served as Chief Financial Officer for the Nationwide Investments Division of Nationwide Insurance. The press release is filed as Exhibit 99.1 to this Form 8-K.
Mr. Miralles does not have an employment agreement or other arrangement with the Registrant.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
See Exhibit Index.






EXHIBIT INDEX

Exhibit No.
 
Description
 
CNA Financial Corporation press release, issued February 25, 2020, announcing the resignation of James M. Anderson, Executive Vice President and Chief Financial Officer, and the appointment of Al Miralles to succeed Mr. Anderson.
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES

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.

 
 
CNA Financial Corporation
 
 
(Registrant)
 
 
 
Date:  March 2, 2020
By
/s/ Jose Ramon Gonzalez
 
 
(Signature)
 
 
Jose Ramon Gonzalez
Executive Vice President and General Counsel





CNALOGOQ42019A02.GIF

FOR IMMEDIATE RELEASE


CNA Announces Al Miralles as Executive Vice President & Chief Financial Officer

CHICAGO, February 25, 2020 - CNA today announced the appointment of Al Miralles as Executive Vice President & Chief Financial Officer, effective February 25, 2020. Miralles succeeds James Anderson, who announced his resignation from the Company to pursue other opportunities.

“I want to thank James for his contributions to CNA and his efforts in helping to build shareholder value by optimizing our financial model and strengthening our balance sheet. We wish him the best in his future endeavors,” said Dino E. Robusto, Chairman & Chief Executive Officer, CNA.

Miralles joined CNA in 2011 as Senior Vice President, Treasurer and Head of Investments. In this role, he was instrumental in developing the successful asset allocation and portfolio risk management approach CNA still employs today. In 2014, he became President of the Long Term Care business. Miralles brought an active management approach, executing on a multi-year transformation and significantly reducing the risk of this business to CNA. In early 2018, he was appointed to the role of Executive Vice President & Chief Risk Officer of CNA where he institutionalized the Enterprise Risk Management function across the business units.

Prior to joining CNA, Miralles was the Chief Financial Officer for the Investments Division of Nationwide Insurance where he led the Finance, Operations, and Strategy functions, and had financial oversight for $65 billion of assets under management. He holds a bachelor’s degree in finance from LaSalle University and an MBA from Temple University Fox School of Business and Management.

“Al has been a tremendous asset to CNA across various leadership roles and, combined with his investment and financial expertise, is an ideal successor for the CFO role,” Robusto added.

About CNA    
CNA is one of the largest U.S. commercial property and casualty insurance companies. CNA provides a broad range of standard and specialized property and casualty insurance products and services for businesses and professionals in the U.S., Canada and Europe, backed by 120 years of experience and more than $45 billion of assets. For more information about CNA, visit our website at www.cna.com.

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Press Contacts
                                                            
Brandon Davis
CNA
brandon.davis@cna.com
312-822-5885

CNA Newsroom
newsroom@cna.com
312-822-5167