Cincinnati Financial (CINF) Proxy Filing summary

Executive summary

• The annual meeting will be held on May 2, 2026, with shareholders voting on director elections, amendments to the Articles of Incorporation, executive compensation, auditor ratification, and a shareholder proposal.

• The company is among the top 25 U.S. property-casualty insurers, emphasizing its independent agency network, local decision-making, and financial strength.

• Recent governance improvements include reducing the threshold to call a special shareholder meeting and adding new independent directors to enhance board diversity and expertise.

Voting matters and shareholder proposals

• Shareholders will vote on electing 14 directors, amending the Articles of Incorporation to lower the special meeting threshold, a nonbinding shareholder proposal to further reduce the threshold, executive compensation, and auditor ratification.

• The board recommends voting for all director nominees, for the amendment to the Articles, against the shareholder proposal, for executive compensation, and for auditor ratification.

• The board supports reducing the special meeting threshold to 25% but opposes the shareholder proposal for a 10% threshold, citing risks of disruption by small groups.

Board of directors and corporate governance

• The board consists of 14 directors, with 10 deemed independent and over 35% diverse by gender or ethnicity.

• Committees include audit, compensation, executive, investment, and nominating, all with independent members.

• Governance practices feature annual board and committee self-assessments, separation of chairman and CEO roles, robust stock ownership guidelines, and a mandatory retirement age.

• The board emphasizes director education, regular shareholder engagement, and a pragmatic approach to director nomination, prioritizing diversity and relevant expertise.