Cincinnati Financial (CINF) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 3, 2025, with key items including election of 13 directors, approval of amended articles, advisory vote on executive compensation, and auditor ratification.

• CEO transition completed in 2024, with Stephen M. Spray assuming the role and Steven J. Johnston remaining as executive chairman.

• Strong 2024 financial performance: 15% increase in net written premiums, 36.5% three-year TSR, and 19.8% value creation ratio.

• Board refreshment continued with two new directors, increasing diversity and expertise in analytics and AI.

Voting matters and shareholder proposals

• Shareholders to vote on director elections, amended articles of incorporation, say-on-pay, and auditor ratification.

• Board recommends voting FOR all proposals.

• Amended articles propose eliminating supermajority voting, replacing with majority standards to enhance shareholder rights.

• Shareholder proposals and director nominations for 2026 must be submitted by specified deadlines.

Board of directors and corporate governance

• Board consists of 13 directors, 69% independent, 38% diverse by gender/race/ethnicity.

• Committees: audit, compensation, executive, investment, nominating—all with independent members.

• Annual board and committee self-assessments, mandatory retirement age, and robust stock ownership guidelines.

• Board split CEO and chairman roles in 2024; lead independent director role defined.

• Proxy access allows shareholders to nominate directors under certain conditions.