CNA Financial (CNA) Proxy filing summary

Executive summary

• Annual meeting scheduled for April 29, 2026, with four main proposals: election of ten directors, advisory vote on executive compensation, amendment to increase shares under the Incentive Compensation Plan, and ratification of Deloitte & Touche LLP as auditor for 2026.

• Loews Corporation holds 92% of outstanding shares and intends to vote in favor of all board recommendations.

• The board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposals include election of ten directors, advisory say-on-pay vote, amendment to increase authorized shares for equity awards by 5,000,000, and auditor ratification.

• Shareholders may submit proposals for the 2027 annual meeting by following SEC and bylaw procedures.

Board of directors and corporate governance

• Board consists of ten directors, including both independent and non-independent members, with detailed biographical and business experience provided.

• Four standing committees: Audit, Compensation, Executive, and Finance.

• Combined Chairman and CEO roles; independent directors meet in executive session, with a Presiding Director rotating annually.

• Four directors are considered independent under NYSE standards.