false0000021175Common Stock, Par value $2.50"CNA" 0000021175 2020-04-29 2020-04-29 0000021175 exch:XNYS 2020-04-29 2020-04-29 0000021175 exch:XCHI 2020-04-29 2020-04-29


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) April 29, 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2020 Annual Meeting of Stockholders of the registrant occurred on April 29, 2020. Represented at the meeting, in person or by proxy, were 269,500,882 shares constituting approximately 99% of the issued and outstanding shares entitled to vote.
1. ELECTION OF DIRECTORS.
The following directors were elected:
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Michael A. Bless
254,250,210
 
12,290,261
 
2,960,411
Jose O. Montemayor
264,553,678
 
1,986,793
 
2,960,411
Don M. Randel
264,543,119
 
1,997,352
 
2,960,411
Andre Rice
265,112,144
 
1,428,327
 
2,960,411
Dino E. Robusto
259,546,703
 
6,993,768
 
2,960,411
Kenneth I. Siegel
259,083,375
 
7,457,096
 
2,960,411
Andrew H. Tisch
259,049,019
 
7,491,452
 
2,960,411
Benjamin J. Tisch
259,065,587
 
7,474,884
 
2,960,411
James S. Tisch
252,995,041
 
13,545,430
 
2,960,411
Jane J. Wang
259,098,389
 
7,442,082
 
2,960,411
Marvin Zonis
264,046,848
 
2,493,623
 
2,960,411
2. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.
Over 95% of the shares eligible to vote approved, on an advisory (non-binding) basis, the Company's named executive officer compensation, as identified below in the table.
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker
Non-Votes
Advisory vote on executive compensation
257,971,556
 
8,531,660
 
37,255
 
2,960,411
3. APPROVE AMENDED AND RESTATED CNA FINANCIAL CORPORATION INCENTIVE COMPENSATION PLAN.
Over 97% of the shares eligible to vote approved the amended and restated CNA Financial Corporation Incentive Compensation Plan, as identified below in the table.
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker
Non-Votes
Approval of amended and restated CNA Financial Corporation Incentive Compensation Plan

265,442,301
 
1,074,159
 
24,011
 
2,960,411
4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2020.
Over 99% of the shares eligible to vote ratified the appointment of Deloitte & Touche LLP to serve as the independent registered public accountants for the registrant for 2020, as identified below in the table. There were no broker non-votes.
 
Votes For
 
Votes Against
 
Votes Abstained
Ratification of appointment of Deloitte & Touche LLP
268,563,432
 
905,260
 
32,190






EXHIBIT INDEX

Exhibit No.
 
Description
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:  April 29, 2020
By
/s/ Stathy Darcy
 
 
(Signature)
 
 
Stathy Darcy
Senior Vice President, Deputy General Counsel & Secretary