Document


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 25, 2018

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.)



333 S. Wabash, Chicago, Illinois
 
60604
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code (312) 822-5000

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))

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. [ ]



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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The 2018 Annual Meeting of Stockholders of the registrant occurred on April 25, 2018. Represented at the meeting, in person or by proxy, were 269,928,570 shares constituting nearly 100% 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
261,656,039
 
6,080,841
 
2,191,690
Jose O. Montemayor
266,214,559
 
1,522,321
 
2,191,690
Don M. Randel
266,066,584
 
1,670,296
 
2,191,690
Andre Rice
267,033,466
 
703,414
 
2,191,690
Dino E. Robusto
257,212,808
 
10,524,072
 
2,191,690
Joseph Rosenberg
256,601,592
 
11,135,288
 
2,191,690
Andrew H. Tisch
255,786,818
 
11,950,062
 
2,191,690
Benjamin J. Tisch
256,802,590
 
10,934,290
 
2,191,690
James S. Tisch
255,476,697
 
12,260,183
 
2,191,690
Marvin Zonis
261,822,923
 
5,913,957
 
2,191,690
2. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.
Over 97% 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
265,667,327
 
2,032,886
 
36,667
 
2,191,690
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2018.
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 2018, 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
268,810,472
 
1,103,493
 
14,065

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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.

 
 
CNA Financial Corporation
 
 
(Registrant)
 
 
 
Date:  April 25, 2018
By
/s/ D. Craig Mense
 
 
(Signature)
 
 
D. Craig Mense
Executive Vice President and
Chief Financial Officer


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