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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 27, 2011
 
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.)
 
 
333 S. Wabash, Chicago, Illinois
 
60604
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code (312) 822-5000
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))
 
 
 

 
 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The 2011 Annual Meeting of Stockholders of the registrant occurred on April 27, 2011. Represented at the meeting, in person or by proxy, were 266,780,704 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
Thomas F. Motamed
252,321,277
 
11,461,050
 
2,998,377
Paul J. Liska
263,057,907
 
724,420
 
2,998,377
Jose O. Montemayor
263,054,640
 
727,687
 
2,998,377
Don M. Randel
263,056,322
 
726,005
 
2,998,377
Joseph Rosenberg
251,889,862
 
11,892,465
 
2,998,377
Andrew H. Tisch
251,884,031
 
11,898,296
 
2,998,377
James S. Tisch
251,632,760
 
12,149,567
 
2,998,377
Marvin Zonis
262,940,075
 
842,252
 
2,998,377
 
There were no abstentions.
 
2. ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION.
Over 94% of the shares eligible to vote approved, on an advisory (non-binding) basis, the Company's executive compensation, as identified below in the table.
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker
Non-Votes
Advisory vote on executive compensation
253,701,291
 
10,063,918
 
17,118
 
2,998,377
 
3. ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION.
Over 97% of the shares eligible to vote approved, on an advisory (non-binding) basis, of one year as the frequency with which the Company should hold future advisory votes on executive compensation, as identified below in the table.
 
One Year
 
Two Years
 
Three Years
 
Votes Abstained
 
Broker
Non-Votes
Advisory vote on frequency of stockholder vote on executive compensation
262,299,439
 
13,041
 
1,455,837
 
14,010
 
2,998,377
 
4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2011.
Over 98% 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 2011, 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
 
266,392,886
 
383,729
 
4,089
 
 

 
 

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 28, 2011
By
/s/ D. Craig Mense
 
 
(Signature)
 
 
D. Craig Mense
Executive Vice President and
Chief Financial Officer