8-K

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:  May 1, 2010

(Date of earliest event reported)

CINCINNATI FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	0-4604	31-0746871
(State or other jurisdiction  of incorporation)	(Commission  File Number)	(I.R.S. Employer  Identification No.)

6200 S. Gilmore Road, Fairfield, Ohio	45014-5141
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (513) 870-2000

N/A

(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:

¨ 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 240.13a-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders

Item 7.01 Regulation FD Disclosure

On May 3, 2010, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings.” The news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Preliminary voting results on matters properly brought before the annual meeting of shareholders are set forth below:

Total Outstanding Shares as of Record Date:  162,927,521                         Shares Voted at Meeting:  137,896,910

Proposal 1: Election of Directors:                                                                

Gregory T. Bier		Linda W. Clement-Holmes		Douglas S. Skidmore		Larry R. Webb
128,851,374	For	129,503,832	For	129,537,067	For	122,385,454	For
1,669,189	Withheld	1,016,731	Withheld	983,496	Withheld	8,135,109	Withheld

Proposal 2: Amendment of Articles of Incorporation to Declassify Board:

135,003,354  For 2,565,261 Against 328,294  Abstain

Proposal 3: Amendment of Code of Regulations to Add Advance Notice Provisions:

130,284,604  For 7,385,873  Against 226,431  Abstain

Proposal 4:  Ratify Selection of Independent Registered Public Accounting Firm:

136,649,161  For 1,128,245  Against 119,504  Abstain

This report should not be deemed an admission as to the materiality of any information contained in the news release.

The information furnished in Item 7.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit 99.1– News release dated May 3, 2010, titled “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings”

Signature

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.

	CINCINNATI FINANCIAL CORPORATION
Date:  May 3, 2010	/s/Steven J. Johnston
	Steven J. Johnston, FCAS, MAAA, CFA
	Chief Financial Officer, Senior Vice President, Secretary and Treasurer

EX-99.1

  CINCINNATI FINANCIAL CORPORATION

Investor Contact: Dennis E. McDaniel, CPA, CMA, CFM, CPCU  513-870-2768 CINF-IR@cinfin.com   Media Contact: Joan O. Shevchik 513-603-5323 Media_Inquiries@cinfin.com

Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings

Cincinnati, May 3, 2010 – Cincinnati Financial Corporation (Nasdaq: CINF) today announced that based on preliminary voting results at the company’s annual meeting on May 1, 2010, shareholders elected four directors for terms of three years to the 13-member board. Shareholders also ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm, approved an amendment to the company’s Articles of Incorporation to declassify its board structure and approved an amendment to its Code of Regulations to add procedures for shareholder meeting proposals.

Chairman John J. Schiff, Jr., CPCU, commented: “We thank shareholders for approving our selection of Deloitte & Touche and our nominees to the board. The directors who were elected Saturday, as well as our continuing directors, combine their experiences from differing business backgrounds to execute long-term strategic plans for Cincinnati Financial Corporation and to increase our long-term return to shareholders.”

Elected to the board were Gregory T. Bier, CPA (Ret), former managing partner of the Cincinnati Office of Deloitte & Touche LLP; Linda Clement-Holmes, senior vice president of Global Diversity and Global Business Services for Procter & Gamble Company; Douglas S. Skidmore, president and chief executive officer of Skidmore Sales & Distributing Company Inc.; and Larry R. Webb, president of Webb Insurance Agency Inc.

The board also announced committee service for the coming year, in line with the independence requirements of applicable law and the listing standards of Nasdaq:

·     Audit – Kenneth C. Lichtendahl (Chairman), William F. Bahl, Linda Clement-Holmes, Gretchen W. Price, Douglas S. Skidmore and John F. Steele, Jr.

·     Compensation – W. Rodney McMullen (Chairman), Gretchen W. Price and E. Anthony Woods.

·     Executive – John J. Schiff, Jr. (Chairman), W. Rodney McMullen, Kenneth W. Stecher, John F. Steele, Jr., Larry R. Webb and E. Anthony Woods.

·     Investment – John J. Schiff, Jr. (Chairman), William F. Bahl, Gregory T. Bier, W. Rodney McMullen, Thomas R. Schiff, Kenneth W. Stecher and E. Anthony Woods. Richard M. Burridge, CFA, continues to serve as committee adviser.

·     Nominating – William F. Bahl (Chairman), Kenneth C. Lichtendahl, Gretchen W. Price and Douglas S. Skidmore.

Schiff noted, “Through their committee assignments and their dedication to understanding our insurance business, our directors work toward a prosperous future for the shareholders of Cincinnati Financial, supporting stability for our agents, policyholders and associates.”

Cincinnati Financial Corporation offers business, home and auto insurance, our main business, through The Cincinnati Insurance Company and its two standard market property casualty companies. The same local independent insurance agencies that market those policies may offer products of our other subsidiaries, including life and disability income insurance, annuities and surplus lines property and casualty insurance. For additional information about the company, please visit www.cinfin.com.

Mailing Address:	Street Address:
P.O. Box 145496	6200 South Gilmore Road
Cincinnati, Ohio 45250-5496	Fairfield, Ohio 45014-5141

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