8-K

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 30, 2016
(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 May 2, 2016, 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 May 2, 2016, 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 30, 2016, are set forth below:
Total Outstanding Shares as of Record Date:        164,353,605        
Shares Represented at Meeting:            146,133,602



Proposal 1—Election of Directors
 
For
Withhold
Broker Non-Votes
William F. Bahl
119,485,810
8,863,436
17,784,356
Gregory T. Bier
127,329,159
1,020,087
17,784,356
Linda W. Clement-Holmes
127,312,570
1,036,676
17,784,356
Dirk J. Debbink
127,810,368
538,878
17,784,356
Steven J. Johnston
127,072,600
1,276,646
17,784,356
Kenneth C. Lichtendahl
119,506,373
8,842,873
17,784,356
W. Rodney McMullen
124,269,602
4,079,644
17,784,356
David P. Osborn
127,849,228
500,018
17,784,356
Gretchen W. Price
126,486,786
1,862,460
17,784,356
John J. Schiff, Jr.
118,768,279
9,580,967
17,784,356
Thomas R. Schiff
118,435,176
9,914,070
17,784,356
Douglas S. Skidmore
119,568,049
8,781,197
17,784,356
Kenneth W. Stecher
118,749,621
9,599,625
17,784,356
John F. Steele, Jr.
120,009,775
8,339,471
17,784,356
Larry R. Webb
119,578,086
8,771,160
17,784,356

Proposal 2—Adopt Majority Voting Standard for Uncontested Director Elections
For
Against
Abstain
Broker Non-Votes
127,730,900
362,331
256,008
17,784,363

Proposal 3—Ratify Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2016
For
Against
Abstain
Broker Non-Votes
144,543,442
1,409,697
180,463
-0-

Proposal 4 —Approve Cincinnati Financial Corporation 2016 Stock Compensation Plan
For
Against
Abstain
Broker Non-Votes
122,990,550
4,827,312
531,162
17,784,578

Proposal 5 —Approve Compensation for Named Executive Officers
For
Against
Abstain
Broker Non-Votes
125,118,047
2,497,859
733,118
17,784,578


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 May 2, 2016, titled “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings”
Exhibit 99.2– News release dated May 2, 2016, 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 2, 2016
/s/Michael J. Sewell
 
Michael J. Sewell, CPA
 
Chief Financial Officer, Senior Vice President and Treasurer