0000021175trueIn its Current Report on Form 8-K filed on December 2, 2021 (the “Original Report”), the Registrant reported the appointment of Scott Lindquist as Executive Vice President and Chief Financial Officer, to be effective February 14, 2022. This Current Report on Form 8-K/A amends the Original Report to provide information about the compensatory arrangements related to the appointment of Mr. Lindquist.Common Stock, Par value $2.50"CNA"00000211752021-12-022021-12-020000021175exch:XNYS2021-12-022021-12-020000021175exch:XCHI2021-12-022021-12-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 2, 2021
CNA FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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1-5823
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36-6169860
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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151 N. Franklin
Chicago, IL 60606
(Address of principal executive offices) (Zip Code)
(312) 822-5000
(Registrant's telephone number, including area code)
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par value $2.50
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"CNA"
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New York Stock Exchange
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Chicago Stock Exchange
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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. ☐
EXPLANATORY NOTE
In its Current Report on Form 8-K filed on December 2, 2021 (the “Original Report”), the Registrant reported the appointment of Scott Lindquist as Executive Vice President and Chief Financial Officer, to be effective February 14, 2022. This Current Report on Form 8-K/A amends the Original Report to provide information about the compensatory arrangements related to the appointment of Mr. Lindquist.
ITEM 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the appointment of Scott Lindquist as Executive Vice President and Chief Financial Officer of the Registrant, effective February 14, 2022, Mr. Lindquist and the Registrant agreed to a compensation arrangement that provides for the following: an annual base salary of $700,000 and an annual incentive bonus of up to 150% of base salary, payable in cash, and a long term incentive bonus of up to 200% of base salary, payable in equity of the Registrant.
Mr. Lindquist does not otherwise have an employment agreement or other arrangement with the Registrant.
ITEM 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information in Item 5.02(c) is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
See Exhibit Index.
EXHIBIT INDEX
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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CNA Financial Corporation
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(Registrant)
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Date: January 11, 2022
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By
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/s/ Susan A. Stone
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(Signature)
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Susan A. Stone
Executive Vice President and General Counsel
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