CINCINNATI, Ohio, May 8, 2023
/PRNewswire/ -- Cincinnati Financial Corporation (Nasdaq: CINF)
today announced that based on preliminary voting results at the
company's annual meeting on May 6,
2023, shareholders elected all directors for one-year terms
to the 12-member board. Shareholders also approved the Amended and
Restated Code of Regulations, approved the nonbinding resolutions
to approve the compensation for the company's named executive
officers on an annual basis and ratified the selection of Deloitte
& Touche LLP as independent registered public accounting firm
for 2023.
The board of directors elected officers at its regularly
scheduled meeting following the annual meeting, including the
election of Steven A. Soloria as
chief investment officer and executive vice president of Cincinnati
Financial Corporation.
Steven J. Johnston, chairman and
chief executive officer, commented: "We thank shareholders for
their interest and participation in the affairs of the company and
for approving our proposals, including: our selection of Deloitte
& Touche; our Amended and Restated Code of Regulations; our
executive compensation program and it's continued annual review;
and our nominees to the board. Our highly engaged group of
directors brings diversity of thought and experience to guide
long-term strategic plans for Cincinnati Financial Corporation, as
we work to create increasing value for shareholders."
Directors elected to the board for terms of one year are:
- Thomas J. Aaron, CPA, executive
vice president and chief financial officer (retired) of Community
Health Systems Inc.
- Nancy C. Benacci, head of research (retired) of KeyBanc
Capital Markets
- Linda W. Clement-Holmes, chief
information officer (retired) of The Procter & Gamble
Company
- Dirk J. Debbink, chairman and
chief executive officer of MSI General Corporation
- Steven J. Johnston, FCAS, MAAA,
CFA, CERA, chairman and chief executive officer of Cincinnati
Financial Corporation
- Jill P. Meyer, Esq., chief
executive officer of the Cincinnati USA Regional Chamber
- David P. Osborn, CFA, president
of Osborn Williams & Donohoe
LLC
- Gretchen W. Schar, executive
vice president, chief financial and administrative officer
(retired) of Arbonne International LLC
- Charles O. Schiff, executive
vice president, secretary and treasurer of John J. &
Thomas R. Schiff & Co. Inc.
- Douglas S. Skidmore, chief
executive officer of Skidmore Sales
& Distributing Company Inc.
- John F. Steele, Jr., chairman and chief executive officer
of Hilltop Basic Resources Inc.
- Larry R. Webb, CPCU, president
(retired) of Webb Insurance Agency Inc.
The board also announced committee service for the coming year,
in line with the independence requirements of applicable law and
the listing standards of Nasdaq:
- Audit – Gretchen W. Schar
(chairperson), Thomas J. Aaron,
Nancy C. Benacci, Linda W. Clement-Holmes,
Dirk J. Debbink, and David P.
Osborn
- Compensation – David P. Osborn
(chairperson), Thomas J. Aaron,
Linda W. Clement-Holmes and
Gretchen W. Schar
- Executive – Steven J. Johnston
(chairperson), Douglas S. Skidmore,
John F. Steele, Jr. and Larry R.
Webb
- Investment – Steven J. Johnston
(chairperson), Nancy C. Benacci,
David P. Osborn, Charles O.
Schiff and Larry R. Webb
- Nominating – Dirk J. Debbink
(chairperson), Linda W.
Clement-Holmes, Jill P.
Meyer, Gretchen W. Schar and Douglas S. Skidmore
About Cincinnati Financial
Cincinnati Financial Corporation offers primarily business, home
and auto insurance through The Cincinnati Insurance Company
and its two standard market property casualty companies. The same
local independent insurance agencies that market those policies may
offer products of our other subsidiaries, including life insurance,
fixed annuities and surplus lines property and casualty insurance.
For additional information about the company, please visit
cinfin.com.
Mailing Address:
|
Street
Address:
|
P.O. Box 145496
|
6200 South Gilmore
Road
|
Cincinnati, Ohio
45250-5496
|
Fairfield, Ohio
45014-5141
|
Safe Harbor
This is our "Safe Harbor" statement under
the Private Securities Litigation Reform Act of 1995. Our business
is subject to certain risks and uncertainties that may cause actual
results to differ materially from those suggested by the
forward-looking statements in this report. Some of those risks and
uncertainties are discussed in our 2022 Annual Report on Form 10-K,
Item 1A, Risk Factors, Page 32. Factors that could cause or
contribute to such differences include, but are not limited to:
- Effects of the COVID-19 pandemic that could affect results for
reasons such as:
-
- Securities market disruption or volatility and related effects
such as decreased economic activity and continued supply chain
disruptions that affect our investment portfolio and book
value
- An unusually high level of claims in our insurance or
reinsurance operations that increase litigation-related
expenses
- An unusually high level of insurance losses, including risk of
legislation or court decisions extending business interruption
insurance in commercial property coverage forms to cover claims for
pure economic loss related to the COVID-19 pandemic
- Decreased premium revenue and cash flow from disruption to our
distribution channel of independent agents, consumer
self-isolation, travel limitations, business restrictions and
decreased economic activity
- Inability of our workforce, agencies or vendors to perform
necessary business functions
- Ongoing developments concerning business interruption insurance
claims and litigation related to the COVID-19 pandemic that affect
our estimates of losses and loss adjustment expenses or our ability
to reasonably estimate such losses, such as:
-
- The continuing duration of the pandemic and governmental
actions to limit the spread of the virus that may produce
additional economic losses
- The number of policyholders that will ultimately submit claims
or file lawsuits
- The lack of submitted proofs of loss for allegedly covered
claims
- Judicial rulings in similar litigation involving other
companies in the insurance industry
- Differences in state laws and developing case law
- Litigation trends, including varying legal theories advanced by
policyholders
- Whether and to what degree any class of policyholders may be
certified
- The inherent unpredictability of litigation
- Unusually high levels of catastrophe losses due to risk
concentrations, changes in weather patterns (whether as a result of
global climate change or otherwise), environmental events, war or
political unrest, terrorism incidents, cyberattacks, civil unrest
or other causes
- Increased frequency and/or severity of claims or development of
claims that are unforeseen at the time of policy issuance, due to
inflationary trends or other causes
- Inadequate estimates or assumptions, or reliance on third-party
data used for critical accounting estimates
- Declines in overall stock market values negatively affecting
our equity portfolio and book value
- Interest rate fluctuations or other factors that could
significantly affect:
-
- Our ability to generate growth in investment income
- Values of our fixed-maturity investments, including accounts in
which we hold bank-owned life insurance contract assets
- Our traditional life policy reserves
- Domestic and global events, such as Russia's invasion of Ukraine and recent disruptions in the banking
and financial services industry, resulting in capital market or
credit market uncertainty, followed by prolonged periods of
economic instability or recession, that lead to:
-
- Significant or prolonged decline in the fair value of a
particular security or group of securities and impairment of the
asset(s)
- Significant decline in investment income due to reduced or
eliminated dividend payouts from a particular security or group of
securities
- Significant rise in losses from surety or director and officer
policies written for financial institutions or other
insured entities
- Our inability to manage Cincinnati Global or other subsidiaries
to produce related business opportunities and growth prospects for
our ongoing operations
- Recession, prolonged elevated inflation or other economic
conditions resulting in lower demand for insurance products or
increased payment delinquencies
- Ineffective information technology systems or discontinuing to
develop and implement improvements in technology may impact our
success and profitability
- Difficulties with technology or data security breaches,
including cyberattacks, that could negatively affect our or our
agents' ability to conduct business; disrupt our relationships with
agents, policyholders and others; cause reputational damage,
mitigation expenses and data loss and expose us to liability under
federal and state laws
- Difficulties with our operations and technology that may
negatively impact our ability to conduct business, including
cloud-based data information storage, data security, cyberattacks,
remote working capabilities, and/or outsourcing relationships and
third-party operations and data security
- Disruption of the insurance market caused by technology
innovations such as driverless cars that could decrease consumer
demand for insurance products
- Delays, inadequate data developed internally or from third
parties, or performance inadequacies from ongoing development and
implementation of underwriting and pricing methods, including
telematics and other usage-based insurance methods, or technology
projects and enhancements expected to increase our pricing
accuracy, underwriting profit and competitiveness
- Intense competition, and the impact of innovation,
technological change and changing customer preferences on the
insurance industry and the markets in which we operate, could harm
our ability to maintain or increase our business volumes and
profitability
- Changing consumer insurance-buying habits and consolidation of
independent insurance agencies could alter our competitive
advantages
- Inability to obtain adequate ceded reinsurance on acceptable
terms, amount of reinsurance coverage purchased, financial strength
of reinsurers and the potential for nonpayment or delay in payment
by reinsurers
- Inability to defer policy acquisition costs for any business
segment if pricing and loss trends would lead management to
conclude that segment could not achieve sustainable
profitability
- Inability of our subsidiaries to pay dividends consistent with
current or past levels
- Events or conditions that could weaken or harm our
relationships with our independent agencies and hamper
opportunities to add new agencies, resulting in limitations on our
opportunities for growth, such as:
-
- Downgrades of our financial strength ratings
- Concerns that doing business with us is too difficult
- Perceptions that our level of service, particularly claims
service, is no longer a distinguishing characteristic in the
marketplace
- Inability or unwillingness to nimbly develop and introduce
coverage product updates and innovations that our competitors offer
and consumers expect to find in the marketplace
- Actions of insurance departments, state attorneys general or
other regulatory agencies, including a change to a federal system
of regulation from a state-based system, that:
-
- Impose new obligations on us that increase our expenses or
change the assumptions underlying our critical accounting
estimates
- Place the insurance industry under greater regulatory scrutiny
or result in new statutes, rules and regulations
- Restrict our ability to exit or reduce writings of unprofitable
coverages or lines of business
- Add assessments for guaranty funds, other insurance–related
assessments or mandatory reinsurance arrangements; or that impair
our ability to recover such assessments through future surcharges
or other rate changes
- Increase our provision for federal income taxes due to changes
in tax law
- Increase our other expenses
- Limit our ability to set fair, adequate and reasonable
rates
- Place us at a disadvantage in the marketplace
- Restrict our ability to execute our business model, including
the way we compensate agents
- Adverse outcomes from litigation or administrative proceedings,
including effects of social inflation and third-party litigation
funding on the size of litigation awards
- Events or actions, including unauthorized intentional
circumvention of controls, that reduce our future ability to
maintain effective internal control over financial reporting under
the Sarbanes-Oxley Act of 2002
- Unforeseen departure of certain executive officers or other key
employees due to retirement, health or other causes that could
interrupt progress toward important strategic goals or diminish the
effectiveness of certain longstanding relationships with insurance
agents and others
- Our inability, or the inability of our independent agents, to
attract and retain personnel in a competitive labor market,
impacting the customer experience and altering our competitive
advantages
- Events, such as an epidemic, natural catastrophe or terrorism,
that could hamper our ability to assemble our workforce at our
headquarters location or work effectively in a remote
environment
Further, our insurance businesses are subject to the effects of
changing social, global, economic and regulatory environments.
Public and regulatory initiatives have included efforts to
adversely influence and restrict premium rates, restrict the
ability to cancel policies, impose underwriting standards and
expand overall regulation. We also are subject to public and
regulatory initiatives that can affect the market value for our
common stock, such as measures affecting corporate financial
reporting and governance. The ultimate changes and eventual
effects, if any, of these initiatives are uncertain.
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SOURCE Cincinnati Financial Corporation