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 (Date of earliest event reported) April 29, 2020

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 2020 Annual Meeting of Stockholders of the registrant occurred on April 29, 2020. Represented at the meeting, in person or by proxy, were 269,500,882 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	254,250,210	12,290,261	2,960,411
Jose O. Montemayor	264,553,678	1,986,793	2,960,411
Don M. Randel	264,543,119	1,997,352	2,960,411
Andre Rice	265,112,144	1,428,327	2,960,411
Dino E. Robusto	259,546,703	6,993,768	2,960,411
Kenneth I. Siegel	259,083,375	7,457,096	2,960,411
Andrew H. Tisch	259,049,019	7,491,452	2,960,411
Benjamin J. Tisch	259,065,587	7,474,884	2,960,411
James S. Tisch	252,995,041	13,545,430	2,960,411
Jane J. Wang	259,098,389	7,442,082	2,960,411
Marvin Zonis	264,046,848	2,493,623	2,960,411

2. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.

Over 95% 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	257,971,556	8,531,660	37,255	2,960,411

3. APPROVE AMENDED AND RESTATED CNA FINANCIAL CORPORATION INCENTIVE COMPENSATION PLAN.

Over 97% of the shares eligible to vote approved the amended and restated CNA Financial Corporation Incentive Compensation Plan, as identified below in the table.

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Approval of amended and restated CNA Financial Corporation Incentive Compensation Plan	265,442,301	1,074,159	24,011	2,960,411

4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2020.

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 2020, 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	268,563,432	905,260	32,190

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:  April 29, 2020	By	/s/ Stathy Darcy
		(Signature)
		Stathy Darcy Senior Vice President, Deputy General Counsel & Secretary

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Cover Page Cover Page	Apr. 29, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 29, 2020
Entity Registrant Name	CNA FINANCIAL CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	1-5823
Entity Tax Identification Number	36-6169860
Entity Address, Address Line One	151 N. Franklin
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	822-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000021175
Amendment Flag	false
New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, Par value $2.50
Trading Symbol	"CNA"
Security Exchange Name	NYSE
Chicago Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, Par value $2.50
Trading Symbol	"CNA"
Security Exchange Name	CHX