FinalVoteShareholderMeetingForm8-K05-01-14

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:  April 26, 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 5.07 Submission of Matters to a Vote of Security Holders
Item 7.01 Regulation FD Disclosure
On April 28, 2014, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings.” The news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. On April 28, 2014, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend.” The news release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
Final voting results on matters properly brought before the annual meeting of shareholders held on April 26, 2014, are set forth below:
Total Outstanding Shares as of Record Date: 163,522,622        Shares Voted at Meeting:    144,705,523


Proposal 1—Election of Directors


 
For
Withhold
Abstain
Broker Non-Votes
William F. Bahl
115,953,993
10,443,802
395,761
17,911,967
Gregory T. Bier
124,445,691
1,940,159
407,706
17,911,967
Linda W. Clement-Holmes
125,975,813
423,376
394,367
17,911,967
Dirk J. Debbink
126,078,639
313,384
401,533
17,911,967
Steven J. Johnston
117,795,556
8,607,983
390,017
17,911,967
Kenneth C. Lichtendahl
115,911,886
10,467,846
413,824
17,911,967
W. Rodney McMullen
123,512,164
2,889,465
391,927
17,911,967
David P. Osborn
126,031,364
339,881
422,311
17,911,967
Gretchen W. Price
123,825,177
2,574,367
394,012
17,911,967
John J. Schiff, Jr.
117,111,515
9,297,372
384,669
17,911,967
Thomas R. Schiff
115,661,545
10,750,709
381,302
17,911,967
Douglas S. Skidmore
125,884,150
513,226
396,180
17,911,967
Kenneth W. Stecher
117,547,781
8,849,680
396,095
17,911,967
John F. Steele, Jr.
125,884,863
493,897
414,796
17,911,967
Larry R. Webb
115,579,057
10,803,203
411,296
17,911,967

Proposal 2—Ratify Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2014
For
Against
Abstain
Broker Non-Votes
143,393,463
818,880
493,180
-0-

Proposal 3 —Approve Compensation for Named Executive Officers
For
Against
Abstain
Broker Non-Votes
122,764,030
3,143,069
886,457
17,911,967

Proposal 4 —Reapprove the Performance Objectives of the Cincinnati Financial Corporation 2009 Incentive Compensation Plan
For
Against
Abstain
Broker Non-Votes
122,615,483
3,403,666
774,407
17,911,967

Proposal 5 —Shareholder Proposal to Require Majority Voting
For
Against
Abstain
Broker Non-Votes
58,185,733
66,583,272
2,024,551
17,911,967

This report should not be deemed an admission as to the materiality of any information contained in the news release.
The information furnished in Item 7.01 of this report 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 99.1– News release dated April 28, 2014, titled “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings”
Exhibit 99.2– News release dated April 28, 2014, titled “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend”
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:  May 1, 2014
/s/Lisa A. Love
 
Lisa A. Love
 
Senior Vice President, General Counsel and Corporate Secretary