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Shareholders of CNA (NYSE: CNA) approve pay plan and add 5M award shares

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CNA Financial Corporation reported the results of its 2026 annual stockholder meeting, where shareholders elected all nominated directors and acted on several key proposals. A total of 266,610,119 shares, about 99% of those entitled to vote, were represented in person or by proxy.

Shareholders gave approximately 94% support to a non-binding advisory vote approving named executive officer compensation. They also approved an amendment to the company’s incentive compensation plan, increasing by 5,000,000 the authorized shares of common stock available for awards, with about 97% of eligible shares voting in favor.

In addition, shareholders ratified the appointment of Deloitte & Touche LLP as independent registered public accountants for 2026, with about 99% of eligible shares voting in favor and minimal opposition. The voting results indicate broad stockholder support for the board, executive pay program, equity incentive plan, and audit firm.

Positive

  • None.

Negative

  • None.

Insights

CNA shareholders strongly backed directors, pay, equity plan expansion, and auditor.

Stockholders of CNA Financial Corporation showed very high participation, with 266,610,119 shares—around 99% of those entitled—represented at the 2026 annual meeting. All director nominees received substantial majorities of votes cast, suggesting broad support for the existing board composition.

Shareholders approved, on an advisory basis, executive compensation with about 94% support, indicating general acceptance of the pay program. They also backed an amendment adding 5,000,000 authorized shares for awards under the incentive compensation plan, with about 97% support; the filing does not quantify potential dilution relative to total shares.

Ratification of Deloitte & Touche LLP as independent registered public accountants for 2026 passed with about 99% support and no broker non-votes, signaling confidence in the company’s external auditor. Future proxy materials and periodic reports may provide more detail on how the additional plan shares are used over time.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 266,610,119 shares Approximately 99% of issued and outstanding shares entitled to vote
Additional incentive plan shares 5,000,000 shares Increase in authorized common shares for awards under incentive compensation plan
Support for say-on-pay 252,589,178 votes for Advisory vote on executive compensation; about 94% of eligible shares approved
Support for incentive plan amendment 261,403,047 votes for Amendment adding 5,000,000 award shares; about 97% of eligible shares approved
Auditor ratification votes for 266,288,919 votes for Ratification of Deloitte & Touche LLP as 2026 independent registered public accountants
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes Michael A. Bless | 260,263,076 | 2,028,312 | 4,318,731"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory (non-binding) vote financial
"AN ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION."
incentive compensation plan financial
"amendment to the amended and restated CNA Financial Corporation incentive compensation plan to increase by 5,000,000 shares"
An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.
independent registered public accountants financial
"ratified the appointment of Deloitte & Touche LLP to serve as the independent registered public accountants for the registrant for 2026"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
Understanding 8-K Material Events →
0000021175falseCHXCommon Stock, Par value $2.50"CNA"00000211752026-04-292026-04-290000021175exch:XNYS2026-04-292026-04-290000021175exch:XCHI2026-04-292026-04-29

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, 2026

CNA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware1-582336-6169860
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par value $2.50"CNA"New York Stock Exchange
NYSE Texas
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 2026 Annual Meeting of Stockholders of the registrant occurred on April 29, 2026. Represented at the meeting, in person or by proxy, were 266,610,119 shares constituting approximately 99% of the issued and outstanding shares entitled to vote.
1. ELECTION OF DIRECTORS.
The following directors were elected:
Votes ForVotes WithheldBroker Non-Votes
Michael A. Bless260,263,0762,028,3124,318,731
Jose O. Montemayor259,824,7482,466,6404,318,731
Don M. Randel260,328,2531,963,1354,318,731
Andre Rice260,972,9851,318,4034,318,731
Kenneth I. Siegel255,109,6877,181,7014,318,731
Andrew H. Tisch255,100,2677,191,1214,318,731
Benjamin J. Tisch255,118,5457,172,8434,318,731
James S. Tisch253,413,1998,878,1894,318,731
Jane J. Wang255,156,9907,134,3984,318,731
Douglas M. Worman254,784,6107,506,7784,318,731
2. AN ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
Approximately 94% 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 ForVotes AgainstVotes AbstainedBroker
Non-Votes
Advisory vote on executive compensation252,589,1789,203,022499,1884,318,731
3. APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED CNA FINANCIAL CORPORATION INCENTIVE COMPENSATION PLAN TO INCREASE BY 5,000,000 SHARES THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED WITH RESPECT TO AWARDS UNDER THE INCENTIVE COMPENSATION PLAN.
Approximately 97% of the shares eligible to vote approved the amendment to the amended and restated CNA Financial Corporation incentive compensation plan to increase by 5,000,000 shares the authorized number of shares of common stock that may be issued with respect to awards under the incentive compensation plan, as identified below in the table.
Votes ForVotes AgainstVotes AbstainedBroker
Non-Votes
Approval of the amendment to increase by 5,000,000 shares the authorized number of shares of common stock that may be issued with respect to awards under the incentive compensation plan
261,403,047378,757509,5844,318,731
4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2026.
Approximately 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 2026, as identified below in the table. There were no broker non-votes.
Votes ForVotes AgainstVotes Abstained
Ratification of appointment of Deloitte & Touche LLP
266,288,919297,19224,008




EXHIBIT INDEX

Exhibit No.Description
104Cover 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, 2026By/s/ Stathy Darcy
(Signature)
Stathy Darcy
Senior Vice President, Deputy General Counsel & Secretary



Source: View Original Filing on SEC EDGAR

FAQ

What did CNA (CNA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing directors, approving executive compensation on an advisory basis, amending the incentive compensation plan to add 5,000,000 award shares, and ratifying Deloitte & Touche LLP as independent registered public accountants for 2026, with each proposal receiving strong majority support.

How many CNA (CNA) shares were represented at the 2026 stockholder meeting?

A total of 266,610,119 CNA shares were represented in person or by proxy, constituting approximately 99% of the issued and outstanding shares entitled to vote. This high participation level indicates broad shareholder engagement in the company’s governance and key compensation and audit decisions.

How did CNA (CNA) shareholders vote on executive compensation in 2026?

Shareholders approved CNA’s named executive officer compensation on an advisory, non-binding basis, with 252,589,178 votes for, 9,203,022 against, and 499,188 abstentions, plus 4,318,731 broker non-votes. This equates to approximately 94% support among shares eligible to vote on the compensation proposal.

What change was approved to CNA (CNA)’s incentive compensation plan?

Stockholders approved an amendment to the CNA Financial Corporation incentive compensation plan to increase by 5,000,000 the authorized number of common shares that may be issued for awards. Approximately 97% of eligible shares supported the amendment, with 261,403,047 votes for and relatively few votes against or abstaining.

Who is CNA (CNA)’s independent auditor for 2026 and how was the vote?

Shareholders ratified the appointment of Deloitte & Touche LLP as CNA’s independent registered public accountants for 2026. The vote totaled 266,288,919 shares for, 297,192 against, and 24,008 abstaining, with no broker non-votes, reflecting about 99% support among eligible shares.

Were CNA (CNA) director nominees elected at the 2026 annual meeting?

All listed director nominees, including Michael A. Bless, Jose O. Montemayor, Don M. Randel, Andre Rice, and others, were elected. Each received significantly more votes for than withheld, alongside 4,318,731 broker non-votes per nominee, indicating strong overall support for the board slate.

Filing Exhibits & Attachments

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