Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2020 CNA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware   1-5823   36-6169860 (State or other jurisdiction   (Commission   (IRS Employer of incorporation)   File Number)   Identification No.) 151 N. Franklin Chicago , IL 60606 (Address of principal executive offices) (Zip Code) ( 312 ) 822-5000 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, Par value $2.50   "CNA"   New York Stock Exchange         Chicago Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐     ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The 2020 Annual Meeting of Stockholders of the registrant occurred on April 29, 2020. Represented at the meeting, in person or by proxy, were 269,500,882 shares constituting approximately 99% of the issued and outstanding shares entitled to vote. 1. ELECTION OF DIRECTORS. The following directors were elected:   Votes For   Votes Withheld   Broker Non-Votes Michael A. Bless 254,250,210   12,290,261   2,960,411 Jose O. Montemayor 264,553,678   1,986,793   2,960,411 Don M. Randel 264,543,119   1,997,352   2,960,411 Andre Rice 265,112,144   1,428,327   2,960,411 Dino E. Robusto 259,546,703   6,993,768   2,960,411 Kenneth I. Siegel 259,083,375   7,457,096   2,960,411 Andrew H. Tisch 259,049,019   7,491,452   2,960,411 Benjamin J. Tisch 259,065,587   7,474,884   2,960,411 James S. Tisch 252,995,041   13,545,430   2,960,411 Jane J. Wang 259,098,389   7,442,082   2,960,411 Marvin Zonis 264,046,848   2,493,623   2,960,411 2. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. Over 95% of the shares eligible to vote approved, on an advisory (non-binding) basis, the Company's named executive officer compensation, as identified below in the table.   Votes For   Votes Against   Votes Abstained   Broker Non-Votes Advisory vote on executive compensation 257,971,556   8,531,660   37,255   2,960,411 3. APPROVE AMENDED AND RESTATED CNA FINANCIAL CORPORATION INCENTIVE COMPENSATION PLAN. Over 97% of the shares eligible to vote approved the amended and restated CNA Financial Corporation Incentive Compensation Plan, as identified below in the table.   Votes For   Votes Against   Votes Abstained   Broker Non-Votes Approval of amended and restated CNA Financial Corporation Incentive Compensation Plan 265,442,301   1,074,159   24,011   2,960,411 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2020. Over 99% of the shares eligible to vote ratified the appointment of Deloitte & Touche LLP to serve as the independent registered public accountants for the registrant for 2020, as identified below in the table. There were no broker non-votes.   Votes For   Votes Against   Votes Abstained Ratification of appointment of Deloitte & Touche LLP 268,563,432   905,260   32,190 EXHIBIT INDEX Exhibit No.   Description 104   Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     CNA Financial Corporation     (Registrant)       Date:  April 29, 2020 By /s/ Stathy Darcy     (Signature)     Stathy Darcy Senior Vice President, Deputy General Counsel & Secretary