CNA CNA Financial
Filed: 28 Apr 21, 3:17pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 28, 2021
CNA FINANCIAL CORPORATION
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction||(Commission||(IRS Employer|
|of incorporation)||File Number)||Identification No.)|
151 N. Franklin
Chicago, IL 60606
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
|(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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, Par value $2.50||"CNA"||New York Stock Exchange|
|Chicago Stock Exchange|
Emerging growth company ☐
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2021 Annual Meeting of Stockholders of the registrant occurred on April 28, 2021. Represented at the meeting, in person or by proxy, were 269,028,836 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||257,487,231||9,146,875||2,394,730|
|Jose O. Montemayor||264,181,949||2,452,157||2,394,730|
|Don M. Randel||263,912,041||2,722,065||2,394,730|
|Dino E. Robusto||259,860,495||6,773,611||2,394,730|
|Kenneth I. Siegel||258,370,586||8,263,520||2,394,730|
|Andrew H. Tisch||258,366,965||8,267,141||2,394,730|
|Benjamin J. Tisch||258,362,738||8,271,368||2,394,730|
|James S. Tisch||251,440,716||15,193,390||2,394,730|
|Jane J. Wang||258,368,564||8,265,542||2,394,730|
2. AN ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
Over 91% 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|
|Advisory vote on executive compensation||247,621,960||18,970,031||42,115||2,394,730|
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2021.
Over 98% 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 2021, 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||268,364,532||629,011||35,293|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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|
|Date: April 28, 2021||By||/s/ Stathy Darcy|
Senior Vice President, Deputy General Counsel & Secretary