CNA Financial Corporation filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$CNA
Property-Casualty Insurers
Finance
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) October 30, 2024
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(312 ) 822-5000
(Registrant's telephone number, including area code)
| 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):
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
ITEM 5.02(d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2024, the Board of Directors of the Registrant increased the size of the Board to 11 and appointed Douglas M. Worman to serve on its Board of Directors and as a member of its Finance and Executive Committees, both such actions effective January 1, 2025.
There are no arrangements or understandings between Mr. Worman and any other person, pursuant to which Mr. Worman was appointed to the Board. Further, there are no transactions involving Mr. Worman that requires disclosure pursuant to Item 404(a) of Regulation S-K.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 30, 2024, the Board of Directors of Registrant adopted and approved amended and restated By-Laws of Registrant effective October 30, 2024 primarily to clarify role and responsibilities of each of the Chairman of the Board and Chief Executive Officer. The By-Laws, as amended and restated, are filed as Exhibit 3.1 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
See Exhibit Index.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
By-Laws of CNA Financial Corporation, as amended and restated as of October 30, 2024. | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: October 30, 2024 | By | /s/ Stathy Darcy | ||||||
| (Signature) | ||||||||
| Stathy Darcy Senior Vice President, Deputy General Counsel & Secretary | ||||||||