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Cincinnati Financial AGM: Directors Re-Elected, Proposals Pass as CEO Touts Premium Growth & Dividends

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Key Points

  • Directors re-elected and management proposals approved: All 14 director nominees won, amended and restated articles passed with about 75% support, say‑on‑pay received ~96% approval, and Deloitte was ratified with ~95%, while a shareholder proposal to lower the special‑meeting threshold to 10% received only ~27% and failed.
  • Strong 2025 results and capital position: CEO Stephen Spray reported consolidated net written premiums rose just over 9% in 2025 (doubling since 2018 to just over $10B), the company recorded its 14th consecutive underwriting profit with a 94.9 combined ratio, and ended the year with just under $16B of GAAP equity.
  • Positive early‑2026 trends and dividend increase: Q1 2026 net written premiums grew 7% with a 96.5 combined ratio and every major unit profitable, net investment income rose 14%, and the board raised the quarterly dividend from $0.87 to $0.94, extending the dividend increase streak to 66 years.
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Cincinnati Financial NASDAQ: CINF shareholders elected directors and approved multiple management proposals at the company’s annual meeting, where executives also highlighted underwriting profitability, premium growth, and dividend history following 2025 results and early 2026 trends.

Meeting overview and attendance

Steve Johnston, chairman of Cincinnati Financial Corporation, opened the annual meeting at the Cincinnati Art Museum and outlined the rules for shareholder questions and voting. Tom Hogan, chief legal officer, executive vice president, and corporate secretary, said notice of the meeting was mailed on March 18, 2026, to shareholders of record as of March 4, 2026.

Inspectors of election reported that 136,429,858 shares were represented by proxy, with none represented in person, totaling 87.6% of shares outstanding. Johnston said the quorum requirement was met and the meeting proceeded under the agenda in the company’s notice.

Director election and other proposals

Shareholders voted on five items of business. Kelly Roebuck, senior financial manager in financial planning and analysis, nominated a slate of 14 directors for one-year terms through the 2027 annual meeting. The nominees were Nancy C. Benacci, Linda W. Clement-Holmes, Dirk J. Debbink, Steven J. Johnston, Jill P. Meyer, David P. Osborn, Gretchen W. Schar, Charles O. Schiff, Douglas S. Skidmore, Stephen M. Spray, John F. Steele Jr., Larry R. Webb, Edward S. Wilkins, and Peter Wu.

Michael Berg, Cincinnati Insurance vice president of corporate legal, presented a resolution to approve amended and restated articles of incorporation, stating that the amended articles would supersede the existing articles.

Brian Wood, Cincinnati Insurance senior vice president of human resources, presented the advisory “say-on-pay” proposal asking shareholders to approve named executive officer compensation as disclosed in the company’s proxy statement. Andy Schnell, Cincinnati Insurance senior vice president and treasurer of corporate finance, presented the proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026.

Shareholder proposal urges lower threshold for special meetings

A non-binding shareholder proposal was presented by Cameron Barber, an authorized representative of John Chevedden. Barber urged the board to amend governing documents to allow shareholders owning a combined 10% of outstanding common stock to call special shareholder meetings, including an online meeting.

Barber argued that Cincinnati Financial’s management proposal on special meetings created a “poison-like pill barrier” by requiring “a formal backing of 25% of all shares outstanding” to call a special meeting, which Barber said was “too high” and “unusable.” Barber also contended that the company was “taking advantage of a loophole” by putting forward a company proposal that duplicated a shareholder proposal, and asked shareholders to vote in favor of the shareholder measure.

CEO outlines 2025 performance and early 2026 trends

After polls closed and while votes were tabulated, President and CEO Stephen M. Spray reviewed the company’s operating model and results. Spray said the company’s vision is “to be the best company serving independent agents,” emphasizing the role of local decision-making and claims handling that is “fast, fair, personal, and with empathy.” He also stated, “your company has never been stronger financially.”

Spray reported that consolidated net written premium growth for 2025 was “just a little over 9%,” and said the company has been growing at “almost 1.3 times the industry average” over the past five years on a compounded annual growth rate basis. He added that since 2018 Cincinnati Financial has doubled net written premiums, rising from “just over $5 billion” to “just over $10 billion” at the end of 2025.

On underwriting, Spray said 2025 marked the company’s 14th consecutive year of underwriting profit, with a 2025 combined ratio of 94.9. He said the result was achieved despite the “single largest catastrophe in the company’s history,” Hurricane Helene, calling the performance a testament to the company’s model and claims execution.

Spray also described capital strength, saying the company ended 2025 with “just under $16 billion of GAAP equity supporting a little over $10 billion in net written premiums,” and noted the company’s long-term approach to pricing and underwriting.

He highlighted Cincinnati Financial’s value creation ratio (VCR) as its primary financial metric, linking it to long-term total shareholder return. Spray also pointed to shareholder returns through dividends, saying the company had 65 consecutive years of increasing dividends through 2025. He said the board increased the regular quarterly dividend “from $0.87 to $0.94,” about an 8% increase, setting up 66 consecutive years of dividend increases—“a record,” he said, that only seven other publicly traded U.S. companies can match.

Looking to early 2026, Spray said first-quarter net written premium growth was 7% with a 96.5 combined ratio, and that every major business unit posted an underwriting profit during the quarter. He reported first-quarter VCR of 0.2% and added that net investment income in the first quarter was up 14%.

Spray also referenced third-party recognition, saying that in 2026 Forbes rated Cincinnati Insurance among the best carriers for homeowners and auto insurance and that the company was a 2025 gold winner in the Best in Biz “Crisis Response of the Year” category for its response to Hurricane Helene.

Vote results: directors elected, management measures pass

Inspectors of election Brandon McIntosh, Cincinnati Insurance assistant vice president and manager of shareholder services, and Alyson Osenenko of Alliance Advisors provided preliminary voting results.

  • Director elections: Each nominee received more votes cast for than against.
  • Amended and restated articles of incorporation: Approximately 75% of common shares outstanding voted in favor.
  • Shareholder proposal on 10% threshold for special meetings (non-binding): Supported by approximately 27% of shares present or represented and entitled to vote.
  • Say-on-pay (non-binding): Approximately 96% voted in favor.
  • Auditor ratification: Approximately 95% voted in favor of ratifying Deloitte & Touche LLP.

Johnston said the preliminary outcome showed all directors elected and management proposals approved, while the shareholder proposal to adopt a 10% threshold for calling a special shareholder meeting did not receive majority support. The company said final certified results would be announced early the following week.

No questions were raised during the general Q&A session, and shareholders moved to adjourn the meeting.

About Cincinnati Financial NASDAQ: CINF

Cincinnati Financial Corporation NASDAQ: CINF is an insurance holding company headquartered in the Cincinnati area of Ohio that provides property and casualty insurance products and related services. Founded as part of the Cincinnati Insurance group, the company operates through a set of insurance subsidiaries to underwrite and service policies for both personal and commercial customers. Cincinnati Financial is publicly traded and emphasizes underwriting discipline and long-term relationships with its distribution partners and policyholders.

The company's core business centers on property and casualty insurance, including homeowners, automobile, commercial casualty, commercial multi-peril, and specialty commercial coverages.

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