CNA Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$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) April 30, 2025
| (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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| NYSE Texas | ||||||||||||||
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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2025 Annual Meeting of Stockholders of the registrant occurred on April 30, 2025. Represented at the meeting, in person or by proxy, were 267,379,088 shares constituting approximately 99% 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 | 262,461,268 | 1,533,486 | 3,384,334 | ||||||||||||||
| Jose O. Montemayor | 261,885,974 | 2,108,780 | 3,384,334 | ||||||||||||||
| Don M. Randel | 261,611,990 | 2,382,764 | 3,384,334 | ||||||||||||||
| Andre Rice | 262,502,564 | 1,492,190 | 3,384,334 | ||||||||||||||
| Dino E. Robusto | 256,712,687 | 7,282,067 | 3,384,334 | ||||||||||||||
| Kenneth I. Siegel | 256,752,609 | 7,242,145 | 3,384,334 | ||||||||||||||
| Andrew H. Tisch | 256,983,962 | 7,010,792 | 3,384,334 | ||||||||||||||
| Benjamin J. Tisch | 257,125,731 | 6,869,023 | 3,384,334 | ||||||||||||||
| James S. Tisch | 253,566,582 | 10,428,172 | 3,384,334 | ||||||||||||||
| Jane J. Wang | 257,161,745 | 6,833,009 | 3,384,334 | ||||||||||||||
| Douglas M. Worman | 257,803,521 | 6,191,233 | 3,384,334 | ||||||||||||||
2. AN ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
Approximately 96% 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 | 258,775,707 | 5,138,069 | 80,978 | 3,384,334 | |||||||||||||||||||
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2025.
Approximately 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 2025, 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 | 266,444,857 | 845,622 | 88,609 | ||||||||||||||
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 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: April 30, 2025 | By | /s/ Stathy Darcy | ||||||
| (Signature) | ||||||||
| Stathy Darcy Senior Vice President, Deputy General Counsel & Secretary | ||||||||