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:  April 29, 2011

(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 5.02 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.07 Submission of Matters to a Vote of Security Holders

Item 7.01 Regulation FD Disclosure

On May 2, 2011, 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.

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

Total Outstanding Shares as of Record Date:  163,003,067         Shares Voted at Meeting:   128,140,500

Proposal 1—Election of Directors

	For	Withhold	Broker Non-Votes
Kenneth C. Lichtendahl	116,615,645	3,782,644	7,742,211
W. Rodney McMullen	117,541,123	2,857,166	7,742,211
Thomas R. Schiff	119,243,173	1,155,116	7,742,211
John F. Steele, Jr.	119,379,229	1,019,060	7,742,211

Proposal 2—Ratify Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2011

For	Against	Abstain	Broker Non-Votes
124,781,844	3,242,856	115,800	-0-

Proposal 3 —Nonbinding Vote to Approve Compensation for Named Executive Officers

For	Against	Abstain	Broker Non-Votes
114,308,288	5,209,186	880,815	7,742,211

Proposal 4 —Nonbinding Vote to Establish Frequency of Future Nonbinding votes on Executive Compensation

Annual	Biennial	Triennial	Abstain	Broker Non-Votes
106,330,829	249,321	13,080,168	737,791	7,742,211

Proposal 5 —Nonbinding Re-approval of Performance Objectives of Cincinnati Financial Corporation Stock Compensation Plan of 2006

For	Against	Abstain	Broker Non-Votes
116,693,941	3,175,792	528,556	7,742,211

At its meeting on April 29, 2011, the compensation committee adjusted base annual salaries, compensation tier assignments and granted performance-based annual incentive and stock compensation awards for the following named executive officers:

With a grant date of May 2, 2011:

For Mr. Stecher: adjusting base annual salary to $500,000 from $963,863;

For Mr. Johnston: adjusting base annual salary to $800,000 from $627,590; assignment to the CEO tier for performance based compensation; granting an award of performance-based annual incentive compensation with a target award of $232,067 and grants of stock based compensation with grant date value of $232,067, comprised of 4,893 non-qualified stock options and 2,447 performance based restricted stock units.

For Mr. Scherer: adjusting base annual salary to $750,000 from $701,602; no change in tier assignment; granting an award of performance-based annual incentive compensation with a target award of $31,459 and grants of stock based compensation with grant date value of $31,459, comprised of 664 non-qualified stock options and 332 performance based restricted stock units.

With a grant date of May 31, 2011:

For Mr. Sewell, effective his date of hire on May 31, 2011, establishment of base annual salary of $700,000; assignment to Tier I for performance-based compensation; granting of performance based annual incentive compensation with a target award of $455,000 and grants of stock based compensation with grant date value of $455,000. The number of non-qualified stock options and performance-based RSUs will be determined on May 31, 2011, the date of grant by dividing the total award grant date value of $455,000 by the fair market value of the company’s stock on that date, with two-thirds of the award being allocated to non-qualified stock options and one-third to performance based restricted stock units. The grant date for all performance-based compensation conditionally awarded to Mr. Sewell will be May 31, 2011, his first date of employment with the company. In addition, the company purchased a paid-up annuity for the benefit of Mr. Sewell that will vest and pay a lifetime annual benefit of $54,000 when Mr. Sewell reaches age 58. The purpose of the annuity is to replace the accrued but unvested retirement benefits forfeited by Mr. Sewell with his current employer when he terminates that employment to become the company’s chief financial officer. The cost of the annuity was $716,136.

The grants of performance-based annual incentive cash and stock-based compensation described above are subject to the same terms and conditions, including threshold, target and maximum performance hurdles and payouts as apply to grants of such performance-based compensation made on February 18, 2011 and described in the compensation, discussion and analysis of our 2011 proxy statement, filed on March 18, 2011. The committee recognizes that the performance-based compensation granted on May 2, 2011 and to be granted on May 31, 2011, if paid, may not be fully tax deductible because of the timing of the grants.

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 2, 2011, 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 4, 2011	/s/ Lisa A. Love
	Lisa A. Love
	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

	The Cincinnati Insurance Company  ■  The Cincinnati Indemnity Company The Cincinnati Casualty Company  ■  The Cincinnati Specialty Underwriters Insurance Company The Cincinnati Life Insurance Company  ■  CFC Investment Company  ■  CSU Producer Resources Inc.
	Investor Contact: Dennis E. McDaniel, 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 2, 2011 – Cincinnati Financial Corporation (Nasdaq: CINF) today announced that based on preliminary voting results at the company’s annual meeting on April 30, 2011, shareholders elected four directors for one-year terms to the 13-member board. Shareholders also ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm, approved a nonbinding proposal to approve the compensation for the company’s named executive officers, approved an annual frequency of future nonbinding votes on executive compensation, and re-approved the performance objectives contained in the Cincinnati Financial Corporation 2006 Stock Compensation Plan.

Kenneth W. Stecher, chairman as of today, 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 guide long-term strategic plans for Cincinnati Financial Corporation and to increase our long-term return to shareholders.”

Elected to the board for terms of one year were Kenneth C. Lichtendahl, senior adviser (former president and chief executive officer) to Tradewinds Beverage Company; W. Rodney McMullen, president and chief operating officer of The Kroger Company; Thomas R. Schiff, chairman and chief executive officer for John J. & Thomas R. Schiff & Co. Inc.; and John F. Steele, Jr., chairman and chief executive officer of Hilltop Basic Resources Inc.

At the board of directors’ regularly scheduled meeting following the annual meeting, they appointed incoming president and chief executive officer, Steven J. Johnston, FCAS, MAAA, CFA, to a one-year term on the board, expanding it to 14 seats. 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, Gregory T. Bier, Linda Clement-Holmes, Gretchen W. Price, Douglas S. Skidmore and John F. Steele, Jr.

·   Compensation – W. Rodney McMullen (Chairman), William F. Bahl, Gregory T. Bier, Gretchen W. Price and E. Anthony Woods.

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

·   Investment – Kenneth W. Stecher (Chairman), William F. Bahl, Gregory T. Bier, Steven J. Johnston, W. Rodney McMullen, John J. Schiff, Jr., Thomas R. Schiff 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.

The board also announced that future advisory shareholder votes on executive compensation will be held annually, selecting the frequency that a majority of shareholders supported by a wide margin.

Steven J. Johnston, president and CEO of the company as of today, remarked: “We are grateful for the support of our directors and shareholders. Our company is more focused and more ready than ever before to be a strong competitor. As announced on April 25, we have a new leadership team that is energized and ready to execute on our strategic plans. A new company logo we introduced at our meeting celebrates the momentum we are building by expanding our operations, increasing efficiencies, stepping up our expertise and recommitting to ethical values. As we start the next chapter of our 60-year history, we are committed to improve on our traditional strengths and create new ones that enhance our relationships with our agency customers and add value for shareholders.”

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

Safe Harbor

This is our “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995. Our business is subject to certain risks and uncertainties that may cause actual results to differ materially from those suggested by the forward-looking statements in this report. Some of those risks and uncertainties are discussed in our 2010 Annual Report on Form 10-K, Item 1A, Risk Factors, Page 24.

Factors that could cause or contribute to such differences include, but are not limited to:

·   Unusually high levels of catastrophe losses due to risk concentrations, changes in weather patterns, environmental events, terrorism incidents or other causes

·   Increased frequency and/or severity of claims

·   Inadequate estimates or assumptions used for critical accounting estimates

·   Recession or other economic conditions resulting in lower demand for insurance products or increased payment delinquencies

·   Delays in adoption and implementation of underwriting and pricing methods that could increase our pricing accuracy, underwriting profit and competitiveness

·   Inability to defer policy acquisition costs for any business segment if pricing and loss trends would lead management to conclude that segment could not achieve sustainable profitability

·   Declines in overall stock market values negatively affecting the company’s equity portfolio and book value

·   Events, such as the credit crisis, followed by prolonged periods of economic instability or recession, that lead to:

o   Significant or prolonged decline in the value of a particular security or group of securities and impairment of the asset(s)

o   Significant decline in investment income due to reduced or eliminated dividend payouts from a particular security or group of securities

o   Significant rise in losses from surety and director and officer policies written for financial institutions

·   Prolonged low interest rate environment or other factors that limit the company’s ability to generate growth in investment income or interest rate fluctuations that result in declining values of fixed-maturity investments, including declines in accounts in which we hold bank-owned life insurance contract assets

·   Increased competition that could result in a significant reduction in the company’s premium volume

·   Changing consumer insurance-buying habits and consolidation of independent insurance agencies that could alter our competitive advantages

·   Inability to obtain adequate reinsurance on acceptable terms, amount of reinsurance purchased, financial strength of reinsurers and the potential for non-payment or delay in payment by reinsurers

·   Events or conditions that could weaken or harm the company’s relationships with its independent agencies and hamper opportunities to add new agencies, resulting in limitations on the company’s opportunities for growth, such as:

o   Downgrades of the company’s financial strength ratings

o   Concerns that doing business with the company is too difficult

o   Perceptions that the company’s level of service, particularly claims service, is no longer a distinguishing characteristic in the marketplace

o   Delays or inadequacies in the development, implementation, performance and benefits of technology projects and enhancements

·   Actions of insurance departments, state attorneys general or other regulatory agencies, including a change to a federal system of regulation from a state-based system, that:

o   Restrict our ability to exit or reduce writings of unprofitable coverages or lines of business

o   Place the insurance industry under greater regulatory scrutiny or result in new statutes, rules and regulations

o   Add assessments for guaranty funds, other insurance related assessments or mandatory reinsurance arrangements; or that impair our ability to recover such assessments through future surcharges or other rate changes

o   Increase our provision for federal income taxes due to changes in tax law

o   Increase our other expenses

o   Limit our ability to set fair, adequate and reasonable rates

o   Place us at a disadvantage in the marketplace

o   Restrict our ability to execute our business model, including the way we compensate agents

·   Adverse outcomes from litigation or administrative proceedings

·   Events or actions, including unauthorized intentional circumvention of controls, that reduce the company’s future ability to maintain effective internal control over financial reporting under the Sarbanes-Oxley Act of 2002

·   Unforeseen departure of certain executive officers or other key employees due to retirement, health or other causes that could interrupt progress toward important strategic goals or diminish the effectiveness of certain longstanding relationships with insurance agents and others

·   Events, such as an epidemic, natural catastrophe or terrorism, that could hamper our ability to assemble our workforce at our headquarters location

·   Difficulties with technology or data security breaches that could negatively affect our ability to conduct business and our relationships with agents, policyholders and others

Further, the company’s insurance businesses are subject to the effects of changing social, economic and regulatory environments. Public and regulatory initiatives have included efforts to adversely influence and restrict premium rates, restrict the ability to cancel policies, impose underwriting standards and expand overall regulation. The company also is subject to public and regulatory initiatives that can affect the market value for its common stock, such as measures affecting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain.

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