Cincinnati Financial (CINF) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for 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 emphasizes its commitment to independent agencies, local decision-making, and financial strength as key competitive advantages.

• The board is comprised of 14 directors, over 71% independent and more than 35% diverse by gender and/or race/ethnicity.

• The company reported strong 2025 financial results, including a 9% increase in net written premiums, a 14% increase in pretax investment income, and a 72.2% three-year total shareholder return.

Voting matters and shareholder proposals

• Shareholders will vote on electing 14 directors, amending the Articles of Incorporation to lower the threshold for calling a special meeting, a nonbinding shareholder proposal to further lower that threshold, executive compensation (say-on-pay), 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 from 50% to 25% but opposes the shareholder proposal to lower it to 10%.

Board of directors and corporate governance

• Recent governance improvements include eliminating supermajority voting and reducing the special meeting threshold.

• The board added an independent director with audit analytics expertise in 2025.

• Board committees are fully independent, and there is a separation of chairman and CEO roles.

• Directors are elected annually, and the board conducts annual self-assessments and CEO evaluations.

• Proxy access is available for shareholders meeting certain criteria.