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i0000021175ifalseiCommon Stock, Par value $2.50i"CNA"00000211752024-05-012024-05-010000021175exch:XNYS2024-05-012024-05-010000021175exch:XCHI2024-05-012024-05-01
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i8-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) iMay
1, 2024
iCNA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
(Address of principal executive offices) (Zip Code)
(i312)
i822-5000
(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):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, Par value $2.50
i"CNA"
iNew
York Stock Exchange
iChicago Stock Exchange
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 i☐
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 2024 Annual Meeting of Stockholders of the registrant occurred on May 1,
2024. Represented at the meeting, in person or by proxy, were 268,110,950 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
261,065,486
3,753,739
3,291,725
Jose O. Montemayor
259,109,003
5,710,222
3,291,725
Don M. Randel
260,408,344
4,410,881
3,291,725
Andre Rice
261,368,239
3,450,986
3,291,725
Dino
E. Robusto
258,719,070
6,100,155
3,291,725
Kenneth I. Siegel
258,770,857
6,048,368
3,291,725
Andrew H. Tisch
252,923,256
11,895,969
3,291,725
Benjamin J. Tisch
259,066,598
5,752,627
3,291,725
James
S. Tisch
256,884,887
7,934,338
3,291,725
Jane J. Wang
258,790,782
6,028,443
3,291,725
2. AN ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
Over 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.
Over 95% of the shares eligible to vote approved the amendment to the Company's Certificate of Incorporation updating the exculpation provision, as identified below in the table.
4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2024.
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 2024, 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
Cover
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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.
