0000021175trueIn its Current Report on Form 8-K filed on January 12, 2022 (the “Original Report”), the Registrant reported the retirement of Kevin Leidwinger, President & Chief Operating Officer of the Commercial Lines of the Registrant, effective April 30, 2022. This Current Report on Form 8-K/A amends the Original Report to provide information about the compensatory arrangements related to the separation of Mr. Leidwinger from the RegistrantCommon Stock, Par value $2.50"CNA"00000211752022-01-102022-01-100000021175exch:XNYS2022-01-102022-01-100000021175exch:XCHI2022-01-102022-01-100000021175exch:XCHI2022-04-012022-04-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 10, 2022
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. ☐
EXPLANATORY NOTE
In its Current Report on Form 8-K filed on January 12, 2022 (the “Original Report”), the Registrant reported the retirement of Kevin Leidwinger, President & Chief Operating Officer of the Commercial Lines of the Registrant, effective April 30, 2022. This Current Report on Form 8-K/A amends the Original Report to provide information about the compensatory arrangements related to the separation of Mr. Leidwinger from the Registrant.
ITEM 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the retirement of Kevin Leidwinger, President & Chief Operating Officer of the Commercial Lines of the Registrant, effective April 30, 2022, Mr. Leidwinger and the Registrant entered into a General Release and Separation Agreement (the “Agreement”), dated as of April 4, 2022. The Agreement provides for the following: a payment of $1,200,000 and certain additional benefits relating to health and welfare. Mr. Leidwinger has agreed to certain provisions, including not to interfere, or try to interfere, with any business relationship between the Registrant and any other person or entity, including customers, agents, suppliers, vendors, contractors, employees, and business partners for a period of 12 months and a covenant to cooperate with the Registrant with regard to ongoing litigation and other matters.
ITEM 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information in Item 5.02(c) is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
See Exhibit Index.
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 8, 2022 | By | /s/ Susan A. Stone |
| | (Signature) |
| | Susan A. Stone Executive Vice President and General Counsel |