CNA FINANCIAL CORP

Regulatory Filings • May 1, 2024

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) May 1, 2024

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.)

151 N. Franklin

Chicago , IL 60606

(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):

☐ 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

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 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

1. 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.

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Advisory vote on executive compensation	255,730,025	9,030,473	58,727	3,291,725

1. APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

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.

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Vote on amendment to the Certificate of Incorporation	254,055,316	10,712,210	51,699	3,291,725

1. 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	267,102,195	950,226	58,529

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: May 1, 2024	By	/s/ Stathy Darcy
		(Signature)
		Stathy Darcy Senior Vice President, Deputy General Counsel & Secretary