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) May 1, 2024 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 2024 Annual Meeting of Stockholders of the registrant occurred on May 1, 2024. Represented at the meeting, in person or by proxy, were 268,110,950 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 261,065,486 3,753,739 3,291,725 Jose O. Montemayor 259,109,003 5,710,222 3,291,725 Don M. Randel 260,408,344 4,410,881 3,291,725 Andre Rice 261,368,239 3,450,986 3,291,725 Dino E. Robusto 258,719,070 6,100,155 3,291,725 Kenneth I. Siegel 258,770,857 6,048,368 3,291,725 Andrew H. Tisch 252,923,256 11,895,969 3,291,725 Benjamin J. Tisch 259,066,598 5,752,627 3,291,725 James S. Tisch 256,884,887 7,934,338 3,291,725 Jane J. Wang 258,790,782 6,028,443 3,291,725 2. AN ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. Over 96% 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 255,730,025 9,030,473 58,727 3,291,725 3. APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION. Over 95% of the shares eligible to vote approved the amendment to the Company's Certificate of Incorporation updating the exculpation provision, as identified below in the table. Votes For Votes Against Votes Abstained Broker Non-Votes Vote on amendment to the Certificate of Incorporation 254,055,316 10,712,210 51,699 3,291,725 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2024. 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 2024, 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 267,102,195 950,226 58,529 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:  May 1, 2024 By /s/ Stathy Darcy (Signature) Stathy Darcy Senior Vice President, Deputy General Counsel & Secretary