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:  January 31, 2014

(Date of earliest event reported)

   
CINCINNATI FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Ohio 0-4604 31-0746871

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

     
6200 S. Gilmore Road, Fairfield, Ohio 45014-5141
(Address of principal executive offices) (Zip Code)
   
Registrant’s telephone number, including area code:  (513) 870-2000
 

N/A

(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:
       

 

   
¨ 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 240.13a-4(c))

 

 
 

 

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On January 31, 2014, the board of directors of Cincinnati Financial Corporation amended the Cincinnati Financial Corporation Annual Incentive Compensation Plan of 2009 (Plan) to formally change the Plan’s definition of “peer group,” and to increase the cap on awards to any individual Plan participant to $3 million from $2 million. The amendments are effective January 31, 2014. The amendments do not affect any plan awards previously granted. The amended Plan is filed as Exhibit 10.1 hereto.

 

Item 7.01 Regulation FD Disclosure

 

On January 31, 2014, Cincinnati Financial Corporation issued the attached news release titled “Cincinnati Financial Corporation Increases Regular Quarterly Cash Dividend” furnished as Exhibit 99.1 hereto and incorporated herein by reference. On February 3, 2014, Cincinnati Financial Corporation issued the attached news release titled “Cincinnati Financial Corporation Subsidiaries Announce Appointments and Promotions” furnished as Exhibit 99.2 hereto and incorporated herein by reference. These reports should not be deemed an admission as to the materiality of any information contained in these news releases.

 

In accordance with general instruction B.2 of Form 8-K, the information furnished in this report pursuant to Item 7.01 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.

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit 10.1 – Cincinnati Financial Corporation Annual Incentive Compensation Plan of 2009, as amended January 31, 2014

 

Exhibit 99.1 – News release dated January 31, 2014, “Cincinnati Financial Corporation Increases Regular Quarterly Cash Dividend .

 

Exhibit 99.2 – News release dated February 3, 2014, “Cincinnati Financial Corporation Announces Appointments and Promotions .

 

 
 

 

 

Signature

 

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.

   
  CINCINNATI FINANCIAL CORPORATION
   
   
   
Date:   February 3, 2014 /S/ Michael J. Sewell
  Michael J. Sewell, CPA
  Chief Financial Officer, Senior Vice President and Treasurer
   

 

 

 

EXHIBIT 10.1

 

Cincinnati Financial Corporation

Annual Incentive Compensation Plan of 2009

(as amended January 31, 2014)

 

1. Purpose. The purpose of the Cincinnati Financial Corporation Annual Incentive Compensation Plan of 2009 is to provide the executive officers of Cincinnati Financial Corporation and its subsidiaries on a consolidated basis with bonus compensation based upon the achievement of pre-established Performance Goals, as well as to maximize the Company's income tax deduction for the amount of the annual compensation paid to the President and Chief Executive Officer and the four most highly compensated officers other than the President and Chief Executive Officer, pursuant to Section 162(m) of the Internal Revenue Code.

 

2. Definitions. For purposes of the Plan, the following terms are defined as set forth below:

 

a. “Award” means the Incentive Compensation to which a Participant may become entitled upon the achievement of the Performance Goals.
b. “Board” means the Board of Directors of the Company.
c. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
d. “Commission” means the Securities and Exchange Commission or any successor agency.
e. “Committee” means the Compensation Committee of the Board or a subcommittee thereof, any successor thereto or such other committee or subcommittee as may be designated by the Board to administer the Plan, which shall at all times consist of two or more outside directors, as defined under Section 162(m) of the Internal Revenue Code and the treasury regulations issued thereunder.
f. “Company” means Cincinnati Financial Corporation, a corporation organized under the laws of the State of Ohio, or any successor thereto and its subsidiaries on a consolidated basis.
g. “Participant” means the executive officers of the Company, including the President and Chief Executive Officer and the four most highly compensated officers of the Company (other than the President and Chief Executive Officer), as more fully described by the regulations adopted by the Commission under the Securities' Exchange Act of 1934.
h. “Peer Group” means the peer group determined by the compensation committee and disclosed in the Company’s proxy statement for the annual meeting of shareholders.
i. “Performance Goals” means the objectives for the Company as established by the Company within the first 90 days of each calendar year. The Performance Goals are intended to constitute “performance-based” compensation with the meaning of Section 162(m) of the Code, or any amended or successor provision.
j. “Performance Year” means the calendar year ending December 31 in which the performance goal shall be measured.

 

1
 

 

 

k. “Plan” means the Cincinnati Financial Corporation Annual Incentive Compensation Plan of 2009 which is the amended and restated Cincinnati Financial Corporation 2006 Incentive Compensation Plan.
l. “Value Creation Ratio” equals the total of: 1) the rate of growth in book value per share plus 2) the ratio of dividends declared per share to beginning book value per share.

 

3. Administration of Plan. The Plan shall be administered by the Company's Committee. The Committee shall have full power, authority and discretion to administer and interpret the Plan and to establish rules for its administration. The Committee, in making any determination under or referred to in the Plan, shall be entitled to rely on opinions, reports or statements of officers, employees, legal counsel and the public accountants of the Company, and upon the published financial reports of the Company's Peer Group.

 

4. Effective Date of Plan. The Plan shall go into effect on the date of approval by the Company's Board of Directors, conditioned upon shareholder approval at the next Annual Meeting of Shareholders.

 

5. Awards. Each Award under the Plan shall be evidenced by a written agreement in a form prescribed by the Committee that sets for the terms, conditions and limitations for the Award (Award Agreement). Each Participant is eligible to receive an Award of up to $3,000,000 annually pursuant to achievement of the Performance Goal.

 

6. Performance Goals.
a. Awards under the Plan shall be earned upon the achievement by the Company of the Performance Goal set forth in the award agreement. The Committee may establish the Performance Goal for the Performance Year based on one or more of the following performance objectives: total shareholder return, return on equity, return on economic capital, change in operating income, underwriting profitability, revenue, expenses, earnings per share, operating earnings per share, or Value Creation Ratio. Performance Goals may be numeric or a comparison to the peer group.
b. As soon as practicable either before or within 90 days after the beginning of each calendar year, the Committee shall establish written targets for the Performance Goal.
c. Notwithstanding anything to the contrary in this Plan, the Committee retains complete negative discretion (within the meaning of the applicable rules of the Internal Revenue Service under Section 162(m) of the Code) to reduce the amount of or eliminate part or all of the Award otherwise earned by the Participant upon the attainment of the Performance Goal in light of factors deemed appropriate by the Committee, but in no event may the Committee increase the amount of the Award payable to a Participant upon the achievement of the Performance Goal.

 

7. Determination and Payment of Award. Awards shall be determined by the Committee and paid by the Company as soon as practicable after the Committee is able to certify that the Performance Goal established under Section 6 was in fact achieved. In no event shall the Awards be paid later than two months and fifteen days following the close of the calendar year in which the Performance Goal is achieved.

 

 

2
 

 

 

If a Participant terminates employment with the Company due to death or retirement during a calendar year in which the Performance Goal is achieved the Participant may be entitled to the payment of the Award at the discretion of the Company. In no event shall an Award be paid later than two months and fifteen days following the close of the calendar year in which the Performance Goal is achieved .

 

8. Forfeiture and Recoupment of Awards. If at any time the Committee reasonably believes that a Participant has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the company, breach of fiduciary duty or deliberate disregard of the Company’s rules resulting in loss, damage or injury to the company, any outstanding Award under the Plan shall be forfeited. In addition, if any Participant engaged in an act of embezzlement, fraud or breach of fiduciary duty during the Participant’s employment that contributes to an obligation to restate the Company’s financial statements, the Participant shall be required to repay to the Company in cash and upon the demand, any award paid under this Plan based on performance of any period for which the Company’s financial statements are restated. Repayment of awards is in addition to and separate from any other relief available to the Company due to the Participant’s misconduct. Any determination by the Committee with respect to the foregoing shall be final, conclusive and binding on all interested parties.

 

9. Miscellaneous.

a. Acceleration of Awards. Unless otherwise expressly provided in an applicable Award agreement and notwithstanding any other provision of the Plan to the contrary, if a Participant’s employment with the Company or one of its subsidiaries is terminated by action of the employing entity within 12 months after the effective date of a Change in Control, then any outstanding Award held by such Participant as of the date of termination shall become fully vested, and the restrictions and other conditions applicable to any such Award held by such Participant as of the date of termination, including vesting requirements, shall lapse, and such Awards shall become free of all restrictions and fully vested. For this purpose, a “Change in Control” means the event which shall be deemed to have occurred if either (i) after the date this Plan is adopted by the Company’s shareholders, without prior approval of the Board, any person, entity or group becomes a beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities; or (ii) without prior approval of the Board, as a result of, or in connection with, or within two years following, a tender or exchange offer for the voting stock of the Company, a merger or other business combination to which the Company is a party, the sale or other disposition of all or substantially all of the assets of the Company, a reorganization of the Company, or a proxy contest in connection with the election of members of the Board of Directors, the persons who were directors of the Company immediately prior to any such transactions cease to constitute a majority of the Board of Directors or of the board of directors of any successor to the Company (except for resignation due to death, disability or normal retirement.) For purposes of the definition in the preceding sentence, any terms which are defined by rules promulgated by the Securities and Exchange Commission shall have the meanings specified in such definitions from time to time.

 

 

3
 

 

 

b. Participant Rights. No Participant shall have any claim or right to be granted an award under the Plan and there shall be no obligation on behalf of the Company or the Committee for uniformity of treatment among Participants. Awards under the Plan may not be attached, assigned or alienated in any manner.
c. Not an Employment Obligation. Neither the adoption of the Plan nor the granting of Awards under the Plan (or any other action taken hereunder) shall confer upon any Participant any right to be continued employment nor shall interfere in any way with the right of the Company to terminate the employment of any Participant at any time.
d. Income Tax Withholding. The Company shall have the right to deduct from any award to be paid under the Plan any Federal, state or local taxes required by law to be withheld with respect to such payment.
e. Governing Law. The Plan shall be governed by the laws of the State of Ohio and by applicable Federal Laws, excluding any conflicts or choice of law, rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless other provided in an Award, Participants are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Ohio, to resolve any and all issues that may arise out of or relate to the Plan or any related Award.
f. Amendment, Modification and Termination. The Board of Directors of the Company may amend, modify or terminate the Plan at any time, except that no such amendment or modification shall affect awards previously granted. Any such amendment or modification shall be effective at such date as the Board may determine.

g. Severability. If any provision of the Plan is held invalid or unenforceable, the invalidity or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be enforced and construed as of such provision had not been included.
h. Interpretation. The Plan is designed and intended to comply with Section 162(m) of the Code, and all provisions hereof shall be construed in a manner to so comply.

 

 

4
 

EXHIBIT 99.1

 

 

The Cincinnati Insurance Company n The Cincinnati Indemnity Company

The Cincinnati Casualty Company n The Cincinnati Specialty Underwriters Insurance Company

The Cincinnati Life Insurance Company n CFC Investment Company n CSU Producer Resources Inc.

 

 

Investor Contact : Dennis E. McDaniel, 513-870-2768

CINF-IR@cinfin.com

Media Contact : Joan O. Shevchik, 513-603-5323

Media_Inquiries@cinfin.com

 

Cincinnati Financial Corporation Increases Regular Quarterly Cash Dividend

 

Cincinnati, January 31, 2014 – Cincinnati Financial Corporation (Nasdaq: CINF) announced that, at today’s regular meeting, the board of directors declared a 44-cents-per-share regular quarterly cash dividend, increasing from the previous 42-cents-per-share dividend paid on January 15, 2014. The dividend is payable April 15, 2014, to shareholders of record as of March 19, 2014.

 

At the new level, the indicated annual dividend is $1.76 per share. In 2013, cash dividends paid were $1.643 per share and dividends declared were $1.655 per share.

 

Steven J. Johnston, president and chief executive officer, commented, “The company has reported strong operating performance for several consecutive quarters. The company remains well positioned to reward shareholders in the near term and long term, thanks to our financial strength and the successes achieved by our outstanding independent agents and talented associates.

 

“Cincinnati Financial shareholders have consistently benefited from increased dividends in each of the past 53 years, and this board action sets the stage for continuing that record for a 54 th year. The board continues to favor regular dividends as the primary means of returning capital to shareholders, and also intends to maintain capital that is ample to prudently support future growth of insurance operations.”

 

 

 
Cincinnati Financial Corporation offers business, home and auto insurance, our main business, through The Cincinnati Insurance Company and its two standard market property casualty companies. The same local independent insurance agencies that market those policies may offer products of our other subsidiaries, including life and disability income insurance, fixed annuities and surplus lines property and casualty insurance. For additional information about the company, please visit www.cinfin.com .
 
Mailing Address: Street Address:
P.O. Box 145496 6200 South Gilmore Road
Cincinnati, Ohio 45250-5496 Fairfield, Ohio 45014-5141
   

 

 

 

 
 

 

 

Safe Harbor Statement

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 2012 Annual Report on Form 10-K, Item 1A, Risk Factors, Page 26.

Factors that could cause or contribute to such differences include, but are not limited to:

· Unusually high levels of catastrophe losses due to risk concentrations, changes in weather patterns, environmental events, terrorism incidents or other causes
· Increased frequency and/or severity of claims
· Inadequate estimates or assumptions used for critical accounting estimates
· Recession or other economic conditions resulting in lower demand for insurance products or increased payment delinquencies
· Declines in overall stock market values negatively affecting the company’s equity portfolio and book value
· Events resulting in capital market or credit market uncertainty, followed by prolonged periods of economic instability or recession, that lead to:
o Significant or prolonged decline in the value of a particular security or group of securities and impairment of the asset(s)
o Significant decline in investment income due to reduced or eliminated dividend payouts from a particular security or group of securities
o Significant rise in losses from surety and director and officer policies written for financial institutions or other insured entities
· Prolonged low interest rate environment or other factors that limit the company’s 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
· Increased competition that could result in a significant reduction in the company’s premium volume
· Delays or performance inadequacies from ongoing development and implementation of underwriting and pricing methods or technology projects and enhancements expected to increase our pricing accuracy, underwriting profit and competitiveness
· Changing consumer insurance-buying habits and consolidation of independent insurance agencies that could alter our competitive advantages
· Inability to obtain adequate reinsurance on acceptable terms, amount of reinsurance purchased, financial strength of reinsurers and the potential for nonpayment or delay in payment by reinsurers
· Difficulties with technology or data security breaches, including cyber attacks, that could negatively affect our ability to conduct business and our relationships with agents, policyholders and others
· 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
· Events or conditions that could weaken or harm the company’s relationships with its independent agencies and hamper opportunities to add new agencies, resulting in limitations on the company’s opportunities for growth, such as:
o Downgrades of the company’s financial strength ratings
o Concerns that doing business with the company is too difficult
o Perceptions that the company’s level of service, particularly claims service, is no longer a distinguishing characteristic in the marketplace
· Actions of insurance departments, state attorneys general or other regulatory agencies, including a change to a federal system of regulation from a state-based system, that:
o Impose new obligations on us that increase our expenses or change the assumptions underlying our critical accounting estimates
o Place the insurance industry under greater regulatory scrutiny or result in new statutes, rules and regulations
o Restrict our ability to exit or reduce writings of unprofitable coverages or lines of business
o Add assessments for guaranty funds, other insurance related assessments or mandatory reinsurance arrangements; or that impair our ability to recover such assessments through future surcharges or other rate changes
o Increase our provision for federal income taxes due to changes in tax law
o Increase our other expenses
o Limit our ability to set fair, adequate and reasonable rates
o Place us at a disadvantage in the marketplace
o Restrict our ability to execute our business model, including the way we compensate agents
o Adverse outcomes from litigation or administrative proceedings
o Events or actions, including unauthorized intentional circumvention of controls, that reduce the company’s future ability to maintain effective internal control over financial reporting under the Sarbanes-Oxley Act of 2002
o Unforeseen departure of certain executive officers or other key employees due to retirement, health or other causes that could interrupt progress toward important strategic goals or diminish the effectiveness of certain longstanding relationships with insurance agents and others
o Events, such as an epidemic, natural catastrophe or terrorism, that could hamper our ability to assemble our workforce at our headquarters location

Further, the company’s insurance businesses are subject to the effects of changing social, economic and regulatory environments. Public and regulatory initiatives have included efforts to adversely influence and restrict premium rates, restrict the ability to cancel policies, impose underwriting standards and expand overall regulation. The company also is subject to public and regulatory initiatives that can affect the market value for its common stock, such as measures affecting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain.

* * *

 

 
 

 

 

 

EXHIBIT 99.2

 

 

The Cincinnati Insurance Company n The Cincinnati Indemnity Company

The Cincinnati Casualty Company n The Cincinnati Specialty Underwriters Insurance Company

The Cincinnati Life Insurance Company n CFC Investment Company n CSU Producer Resources Inc.

 

Investor Contact: Dennis E. McDaniel, 513-870-2768

CINF-IR@cinfin.com

Media Contact : Joan O. Shevchik, 513-603-5323

Media_Inquiries@cinfin.com

 

Cincinnati Financial Corporation Subsidiaries Announce Appointments and Promotions

· Subsidiary Directors, Officers and Counsel

 

 

Cincinnati, February 3, 2014 – Cincinnati Financial Corporation (Nasdaq: CINF) announced today that on January 31, 2014, boards of its subsidiary companies held their regular meetings and appointed directors, officers and counsel, including the following promotions and new appointments:

 

David P. Osborn, a director of Cincinnati Financial Corporation, was additionally appointed as a director and member of the investment committee for all insurance subsidiaries.

 

Property Casualty Insurance – Standard Market:

The Cincinnati Insurance Company

The Cincinnati Casualty Company

The Cincinnati Indemnity Company

 

Promotions to Vice President:

Jason B. Couch, RPLU, AFSB – Management Liability & Surety

Luyang Fu, Ph.D., FCAS – Predictive Analytics

Glenn W. Koch, CPCU, AIM – Commercial Lines

Francis T. Obermeyer, CPA, CISA, PMP, CPCU, AIAF – Internal Audit

Marc J. Schambow, CPCU, AIM, ASLI – Field Claims
Brett J. Starr, CISA, CPCU, AIAF – Business Intelligence Competency

 

Promotions to Assistant Vice President:

Matthew R. Barton, CPCU, AIM, ARe, AU, ARM – Commercial Lines

John B. Boylan, CPCU, APA – Premium Audit

Molly A. Grimm, CEP, FPC – Shareholder Services

J. Michael Hennigan – Headquarters Claims

Troy M. Reichers – Headquarters Claims

James R. Richards, CPCU, AIC – Headquarters Claims

 

Promotions to Secretary:

Brian K. Baker, CPCU, AIM, AIC – Field Claims

Scott R. Boden, AFSB – Management Liability & Surety

Melissa A. Brunner, CPA – Corporate Tax

John L. Crow – Headquarters Claims

Elizabeth E. Ertel, CPCU, AIM, API, AINS – Corporate Communications

Sean M. Givler, CIC, CRM – Sales & Marketing

John C. Nutter, CPCU, AIC, AIM – Headquarters Claims

Kevin D. Oleckniche, CPCU, ARM, CSP – Loss Control

C. Kathleen Saurber, CPCU, CPIW, AINS – Staff Underwriting

 

Promotion (New Appointment) to Secretary:

Daniel F. Henke, FCAS, MAAA, CPCU – Pricing Analytics

 

 
 

 

Promotions (New Appointments) to Assistant Secretary:

Christopher J. Barr, PMP – Business Intelligence Competency

Donald R. Brockmeier, ACAS, MAAA, CPCU – Predictive Analytics

Rick C. Chambers, CPCU, AU – Commercial Lines

William A. Chandler, AIM – Commercial Lines

Stephen E. Dale – Loss Control

Brian D. Hetterich – Corporate Accounting

Kenneth C. Kerby, CPCU, AIC, AIM, AIT, ARM – Headquarters Claims

Anna J. Kroeger – Human Resources

Carolyn A. MacDonald, PMP – Property Casualty Insurance

Samuel M. Mamula, CPCU, AIC, ALCM, CSP – Loss Control

Shawn P. Niehaus, CPCU, AIM, ARe – Commercial Lines

Brian T. Reisert, CPCU, AIM, AINS – Commercial Lines

Michael R. Schirm, AIC, AIM, ARM – Headquarters Claims

 

Promotion (New Appointment) to Assistant Treasurer:

Gregory S. DePew, CFA – Investments

 

Promotions ( New Appointments) to Associate Counsel:

Alexandra B. Bowen – Legal-Litigation

Donald M. Desseyn – Legal-Litigation

 

The Cincinnati Life Insurance Company:

 

Promotions to Vice President:

Francis T. Obermeyer*

Brett J. Starr*

 

Promotion to Secretary:

Melissa A. Brunner*

 

Promotions (New Appointments) to Assistant Secretary:

Christopher J. Barr*

Jeremy M. Singer, CLU, FALU, FLMI – Life Underwriting & Policy Issue

 

Promotions (New Appointments) to Associate Counsel:

Alexandra B. Bowen*

Donald M. Desseyn*

 

Property Casualty Insurance – Excess & Surplus Lines:

The Cincinnati Specialty Underwriters Insurance Company

 

Promotion (New Appointment) to Assistant Secretary:

Richard D. Hill, AIC – Excess & Surplus Lines

 

* Title as listed above

 

Cincinnati Financial Corporation offers business, home and auto insurance, our main business, through The Cincinnati Insurance Company and its two standard market property casualty companies. The same local independent insurance agencies that market those policies may offer products of our other subsidiaries, including life and disability income insurance, fixed annuities and surplus lines property and casualty insurance. For additional information about the company, please visit cinfin.com .

 

Mailing Address: Street Address:
P.O. Box 145496 6200 South Gilmore Road
Cincinnati, Ohio 45250-5496 Fairfield, Ohio 45014-5141