CINFCincinnati Financial
Deals with insiders in the proxy filed 2026-03-18
Deals between CINF and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-19.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 1 paragraph of the proxy filed 2025-03-19 with nothing like them this year
Certain Relationships and Transactions“There was one transaction with a related party in 2024 that was independently reviewed and approved by the audit committee. The company's purchase of 37,279 shares of company stock for $5,619,996 on December 12, 2024, from the John J. and Thomas R. Schiff & Co. Inc., where Cincinnati Financial Corporation director, Charles O. Schiff, is executive vice president, secretary, and treasurer, in a private transaction was approved by the audit committee after determining the price of $150.76 per share reflected current market value; the terms of a stock purchase agreement were fair and commercially reasonable; and the transaction did not create a conflict of interest or otherwise violate the company's Code of Conduct.”
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New wording of the review policy 6 paragraphs without an amount or a name
Certain Relationships and Transactions“Proposal 2 - Approving the Amended and Restated Articles of Incorporation that Reduce Threshold to Call a Special Shareholder Meeting The board of directors has approved an Amended and Restated Articles of Incorporation (“Amended Articles”) to reduce the ownership threshold required for shareholders to call a special shareholder meeting from fifty (50) percent to twenty-five (25) percent and is proposing that shareholders adopt the Amended Articles at the Annual Meeting. The Amended Articles are attached hereto as Appendix B and are marked with additions to the existing Articles underlined and deletions shown as text that has been struck through.”
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Certain Relationships and Transactions“If approved by shareholders, the Amended Articles would effectively replace the existing provision in Article Twelfth specifying that, in addition to the board and the chief executive officer, persons may call a special meeting of the shareholders if they hold fifty (50) percent of all shares outstanding and entitled to vote at such special meeting, with a requirement that such persons hold twenty-five (25) percent of all shares outstanding and entitled to vote at such special meeting.”
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Certain Relationships and Transactions“The board of directors is committed to ensuring that shareholders are afforded meaningful, well-balanced rights. After a review of corporate governance practices in response to the shareholder proposal included as Proposal 3 in this proxy statement, and consistent with its strong commitment to the careful consideration of investor views, the board believes that reducing the threshold from fifty (50) percent to twenty-five (25) percent strikes a reasonable balance. The board believes this reduced threshold enhances an important shareholder right, while mitigating the risk that a single shareholder, or small group of shareholders, potentially with narrow, short-term interests, uses a special meeting to pursue matters that most shareholders either oppose or are disinterested in and imposes unnecessary expense and distraction on the company.”
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Certain Relationships and Transactions“The board also believes that a threshold of twenty-five (25) percent is in line with market practice. The board considered data indicating that a 25% ownership threshold is common among S&P 500 companies that offer the special meeting right and that such a threshold compares favorably with practices among the company’s peers.”
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Certain Relationships and Transactions“Please read the Amended Articles attached hereto as Appendix B to inform your vote on the following proposal:”
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Certain Relationships and Transactions““RESOLVED, that in accordance with the applicable provisions of Chapter 1701 of the Ohio Revised Code and the Amended and Restated Articles of Incorporation of Cincinnati Financial Corporation, the Amended Articles are hereby adopted and shall supersede the existing Articles.””
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The whole section
15 paragraphs quoted as filed
Certain Relationships and Transactions“The audit committee follows a written policy for review and approval of transactions involving the company and related persons, defined as directors and executive officers or their immediate family members, or shareholders owning 5% or more of our outstanding common shares. The policy covers any related-party transaction that meets the minimum threshold for disclosure in the proxy statement under the relevant SEC rules, generally transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest.”
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Certain Relationships and Transactions“Whether the transaction creates a conflict of interest or would violate the company’s Code of Conduct • Whether the transaction would impair the independence of a director • Whether the transaction would be fair • Any other factor the committee deems appropriate Consideration of transactions with related parties is a regular item on the audit committee’s agenda. Most of the transactions fall into the categories of standard agency contracts with directors who are principals of independent insurance agencies that sell our insurance products; directors or executive officers who purchase our insurance products on the same terms as such products are offered to the public; and employment of family members of directors or executive officers in nonexecutive officer roles in accordance with employment and compensation practices applicable to associates with equivalent qualifications and responsibilities and holding similar positions. Because the committee does not believe these classes of transactions create conflicts of interest or otherwise violate our Code of Conduct, the committee deems such transactions preapproved.”
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Certain Relationships and Transactions“The following transactions in 2025 with related persons were determined to pose no actual conflict of interest and were approved by the committee pursuant to its policy:”
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Certain Relationships and Transactions“Charles O. Schiff is a director of Cincinnati Financial Corporation who purchased personal property casualty and life insurance policies from our insurance subsidiaries for premiums totaling $42,812. Mr. Schiff is also the chief executive officer of John J. & Thomas R. Schiff & Co. Inc., a privately owned insurance agency that represents a number of insurance companies, including our insurance subsidiaries. Our subsidiaries paid John J. & Thomas R. Schiff & Co. Inc. fees and commissions of $9,518,657. The company purchased various insurance policies through John J. & Thomas R. Schiff & Co. Inc. for premiums totaling $1,379,988. John J. & Thomas R. Schiff & Co. Inc. paid rent to the company in the amount of $184,611 for office space located in the headquarters building and purchased property casualty insurance policies from our insurance subsidiaries for premiums totaling $167,954.”
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Certain Relationships and Transactions“Dirk J. Debbink is a director of Cincinnati Financial Corporation who purchased personal property casualty and life insurance policies from our insurance subsidiaries for premiums totaling $33,401. Mr. Debbink is also principal owner and chairman of MSI General Corporation and is a control person for several development limited liability companies. On an aggregated basis Mr. Debbink and his companies purchased commercial property casualty insurance policies from our insurance subsidiaries for premiums totaling $223,779.”
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Certain Relationships and Transactions“Douglas S. Skidmore is a director of Cincinnati Financial Corporation who purchased personal property casualty and life insurance policies from our insurance subsidiaries for premiums totaling $36,953. Mr. Skidmore is also principal owner, director and CEO of Skidmore Sales & Distributing Company Inc., which purchased property casualty insurance policies from our insurance subsidiaries for premiums totaling $1,368,924.”
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Certain Relationships and Transactions“John F. Steele, Jr. is a director of Cincinnati Financial Corporation who purchased personal property casualty and life insurance policies from our insurance subsidiaries for premiums totaling $36,916. Mr. Steele is also chairman and CEO of Hilltop Basic Resources Inc., which purchased property casualty insurance policies from our insurance subsidiaries for premiums totaling $931,966.”
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Certain Relationships and Transactions“Larry R. Webb is a director of Cincinnati Financial Corporation who purchased personal property casualty and life insurance policies from our insurance subsidiaries for premiums totaling $68,452. Mr. Webb is an owner of Webb Insurance Agency Inc., a privately owned insurance agency that represents a number of insurance companies, including our insurance subsidiaries. The company’s insurance subsidiaries paid Webb Insurance Agency Inc. commissions of $1,197,444 as compensation for selling the company’s insurance products to the agency’s clients. This insurance agency does not advise the company on our insurance needs or sell insurance products or services to the company.”
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Certain Relationships and Transactions“In 2025, we also employed immediate family members of four executive officers whose compensation, consisting of salary, incentive bonus, stock-based compensation and perquisites ranged from $129,441 to $230,202 and was established by the company in accordance with our employment and compensation practices applicable to associates with equivalent qualifications and responsibilities and holding similar positions.”
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Certain Relationships and Transactions“Proposal 2 - Approving the Amended and Restated Articles of Incorporation that Reduce Threshold to Call a Special Shareholder Meeting The board of directors has approved an Amended and Restated Articles of Incorporation (“Amended Articles”) to reduce the ownership threshold required for shareholders to call a special shareholder meeting from fifty (50) percent to twenty-five (25) percent and is proposing that shareholders adopt the Amended Articles at the Annual Meeting. The Amended Articles are attached hereto as Appendix B and are marked with additions to the existing Articles underlined and deletions shown as text that has been struck through.”
Read it in the proxy ↗
Certain Relationships and Transactions“If approved by shareholders, the Amended Articles would effectively replace the existing provision in Article Twelfth specifying that, in addition to the board and the chief executive officer, persons may call a special meeting of the shareholders if they hold fifty (50) percent of all shares outstanding and entitled to vote at such special meeting, with a requirement that such persons hold twenty-five (25) percent of all shares outstanding and entitled to vote at such special meeting.”
Read it in the proxy ↗
Certain Relationships and Transactions“The board of directors is committed to ensuring that shareholders are afforded meaningful, well-balanced rights. After a review of corporate governance practices in response to the shareholder proposal included as Proposal 3 in this proxy statement, and consistent with its strong commitment to the careful consideration of investor views, the board believes that reducing the threshold from fifty (50) percent to twenty-five (25) percent strikes a reasonable balance. The board believes this reduced threshold enhances an important shareholder right, while mitigating the risk that a single shareholder, or small group of shareholders, potentially with narrow, short-term interests, uses a special meeting to pursue matters that most shareholders either oppose or are disinterested in and imposes unnecessary expense and distraction on the company.”
Read it in the proxy ↗
Certain Relationships and Transactions“The board also believes that a threshold of twenty-five (25) percent is in line with market practice. The board considered data indicating that a 25% ownership threshold is common among S&P 500 companies that offer the special meeting right and that such a threshold compares favorably with practices among the company’s peers.”
Read it in the proxy ↗
Certain Relationships and Transactions“Please read the Amended Articles attached hereto as Appendix B to inform your vote on the following proposal:”
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Certain Relationships and Transactions““RESOLVED, that in accordance with the applicable provisions of Chapter 1701 of the Ohio Revised Code and the Amended and Restated Articles of Incorporation of Cincinnati Financial Corporation, the Amended Articles are hereby adopted and shall supersede the existing Articles.””
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗