Annual General Meeting Transcript - CINF 2026-05-02

Speaker 10

Good morning and welcome friends. I'm Steve Johnston, Chairman of Cincinnati Financial Corporation, and it's an honor to be with you at our annual meeting of shareholders.

Operator

I would like to formally call the meeting to order. Our meeting today will follow the agenda set forth in the company's notice of annual meeting. During the meeting, discussion will follow the presentation of each item of business. At that time, comments and questions must relate to the item of business being presented at the end of the meeting there will be a general question and answer session where we welcome questions provided they relate to the business of the company if you wish to speak during the general Q&A session proceed to the microphone once the floor is open for questions and wait to be recognized once recognized please state your name and if you are a representative of a shareholder the name the shareholder you represent. Please keep your questions and comments concise and limited to an appropriate topic and be seated to hear the response. Keep in mind that we will not answer questions that are specifically related to pending or threatened litigation pertaining to personal grievances or individual concerns or deemed out of order or not suitable by the corporate secretary. At At this time, if any shareholder wishes to turn in your proxy, please raise your hand and one of the inspectors of election will collect it. Also, any registered shareholder wishing to vote in person may come forward to see the inspectors of election, here to my left, who will facilitate voting in person. Thank you.

Tom Hogan, Other

I will now ask Tom Hogan, Chief Legal Officer, Executive Vice President, and Corporate Secretary to read the meeting of notice thank you mr. chairman I certify that on March 18th 2026 notice of annual meeting of shareholders those persons record of the company on March 4th that notice provided that the annual meeting be 9 30 a.m. Saturday 2nd 2026 at the Cincinnati Art Museum and that the items of business to be considered at the meeting would be electing 14 directors for one-year terms, voting on amended and restated articles of incorporation, voting on a non-binding shareholder proposal if properly presented, voting on a non-binding proposal to approve compensation for the company's named executive officers, ratifying the selection of Deloitte and Touche LLP as the company's independent registered public accounting firm for 2026 and transacting such other business as may properly come before the meeting. I will include a copy of the notice along with the minutes of the meeting in the company's Thank you, Mr. Hogan.

Operator

Let me now introduce our appointed inspectors of election. Brandon McIntosh, Cincinnati Insurance Assistant Vice President and Manager of Shareholder Services.

Speaker 11

He's waving.

Operator

And Allison Asanako from Alliance Advisors is with us virtually. Alliance supports the company with proxy solicitation and vote tabulation services. Inspectors, please tabulate the shares represented in person or by proxy at the meeting. While the inspectors tabulate the shares, let me make some introductions. Let's start with the introduction of our director nominees. Please hold your applause until we recognize all of our directors. Directors, please stand and remain standing as your name is called.

Speaker 8

Nancy Bonacci, Linda Clement Holmes, Dirk Debink, Jill Meyer, David Osborne, Gretchen Scharr, Charlie Schiff, Doug Skidmore, Steve Spray, John Steele, Larry Webb, Ed Wilkins, Peter Wu, I am also standing for re-election at today's meeting.

Operator

Thanks to all of you for your efforts on behalf of the shareholders of Cincinnati Financial. Next, let me introduce the corporate officers here today with Tom and me. Steve Spray, President and Chief Executive Officer. Mike Sewell, Chief Financial Officer, Principal Accounting Officer, Executive Vice President, and Treasurer. Steve Soloria, Chief Investment Officer and Executive Vice President. Now, I'd like to recognize the many other company officers and associates in attendance today. Would you all please stand? Thank you for your interest in the company and for your many contributions to our 2025 performance. Your attention to our core strategic initiatives has set our company on the right path to continue our long-term success. I'd like to take a minute now to welcome some other special guests to the meeting today. We have some prior directors of the company, Jack Schiff, Jr., Jack, and Tony Woods. We also have some retired officers, legal beagles, actually, Lisa Love and Mark Holler. We have some other nice guests that we would like to announce. We generally go with our youngest, who would be Curtis Hunker. Please stand, Curtis, six years old. And please hold your applause for the rest now until I'm done. Hunter got a special, you know, Curtis got a special cheer there. But please stand and stay standing.

Speaker 8

Zach Dutro, these are first time at the shareholder meeting, Greg and Char Steinbeck, Ross Connell, Alex and Catherine Cloft, Angie Miller, Mary and Kevin Jorgensen, Madeline Rook, Carter Womack, Sergi Martinez, Victoria Hacker, Amy DePue, Abigail Gryll, and Sean Sweeney.

Operator

All right. Representing Cincinnati Global, our Lloyds of London syndicate, we have Mark Bruner, Chief Financial Officer, the Cincinnati Global Underwriting, all the way from London. From Deloitte & Touche, our independent registered public accounting firm, we have Eileen Crowley, David Freitas Matt Brackman Colin Moeller and Patrick Roberts thank you all for attending today this is the 40th year we've held our shareholder meeting here at the Cincinnati Art Museum and we thank Cameron Kitchen museum director and his staff for making this beautiful facility available Cameron are you in here? okay he's out and about making sure that all the food is taken care of and everything else at this time the inspectors may be ready with proxies. Mr. McIntosh, how many shares are represented at today's meeting?

Brandon McIntosh, Analyst — Inspector of Elections

Cincinnati Financial Corporation held on the second day of May, 2026, respectfully report as follows. The number of shares represented in person, zero. The number of shares represented by proxy, 136,429,858. Total number of shares represented, 136,429,858. That is 87.6% of shares outstanding. Respectfully submitted, Brandon McIntosh and Allison Osanako.

Operator

Thank you, Mr. McIntosh. We have a quorum present and the meeting may proceed. Is there a motion to waive the reading of the minutes from the last shareholder meeting of May 3rd, 2025?

Tom Hogan, Other

Chairman, I move to waive the reading of the minutes of the last annual meeting of shareholders and to approve the minutes as written.

Operator

Thank you, Mr. Hogan. is there a second second thank you mr. Sewell any discussion all in favor by signifying I opposed same sign motion carries unanimously thank you very much we have five items of business to present this year before our inspectors tally the votes I'd like to also note that the polls remain open for each matter to be voted on at this meeting. After each item of business is presented, I will open the floor for discussion. At that time, please keep questions and comments concise and limited to that particular agenda item. I will take questions on any other appropriate topics later in the meeting. The first is the election of directors. To nominate the slate of directors listed in the proxy statement, I call on Kelly Roebuck, Senior Financial Manager, Financial Planning and Analysis.

Kelly Roebuck, Other

Good morning, Mr. Chairman. I hereby nominate Nancy C. Bonacci, Linda W. Clement Holmes, Dirk J. Devick, Steven J. Johnston Jill P. Meyer David P. Osborne Gretchen W. Scharr Charles O. Schiff Douglas S. Skidmore Steven M. Spray

Speaker 5

John S. Steele Larry R. Wood Larry R. Apologies Larry R. Webb edward s wilkins and peter wu for election as directors of the for election as directors of the company to hold office until the date of the annual meeting of shareholders in 2027 and until their successors are elected and seated.

Operator

Thank you, Mrs. Roebuck. Are there any other nominations? Seeing none, I declare the nominations closed. The next order of business is approving the amended and restated articles of incorporation. To present this proposal, I call on Michael Burke, Cincinnati Insurance Vice President, Corporate Legal.

Michael Burke, Other

Mr. Chairman, I propose that shareholders approve the following resolution. 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.

Operator

Thank you, Mr. Berg. Is there any discussion at this time? The next order of business is the non-binding shareholder proposal. To present the proposal, I welcome Cameron Barber, who is an authorized representative of John Shevedon.

Kelly Roebuck, Other

Mr. Chairman, good morning.

Brandon McIntosh, Analyst — Inspector of Elections

Good morning.

Cameron Barber, Analyst — Authorized Representative of John Shevedon

Shareholders ask the board of directors to take steps necessary to amend governing documents to give owners a combined 10 percent of the outstanding common stock the power to call special shareholder meeting such a special shareholder meeting can be an online shareholder meeting proposal two and three are both the same special shareholder meeting topic these proposals are in reverse order because the shareholder proposal three was drafted first and the Cincinnati Federal Proposal 2 came later. Proposal 2 is masquerading as giving shareholders the right to call for a special shareholder meeting. With Proposal 2, there is a poison-like pill barrier that is too challenging. Proposal three by contrast is attainable isn't sorry proposal three by contrast is for an attainable shareholder right to call for a special shareholder meeting only proposal two has a barrier that makes it sort of a placebo right for shareholders shareholders to call for a special shareholder meeting because history shows that proposal 2 is unusable. The barrier in proposal 2 is a need for a formal backing of 25% of all shares outstanding to call for a special shareholder meeting. A 25% requirement is too high because shareholders at more than a hundred companies have voted on a right to call for a special shareholder meeting and not one of these hundred companies have ever cited one example of a special shareholder meeting was ever actually taking place where the requirement was 25 percent. Cincinnati Financial also seems to be engaging in questionable practices. A shareholder proposal cannot duplicate a company proposal. Cincinnati Financial is taking advantage of a loophole where the company proposal can, by contrast, duplicate a shareholder proposal if a company simply decides to do so. Please vote yes.

Operator

Thank you, Ms. Barber.

Cameron Barber, Analyst — Authorized Representative of John Shevedon

Thank you.

Operator

Is there any discussion at this time? The fifth order of business is voting on a non-binding proposal to approve the compensation for the company's named executive officers. To present this proposal, I call him Brian Wood, Cincinnati Insurance, Senior Vice President, Human Resources.

Speaker 10

Mr. Chairman, I propose that shareholders approve the following resolution. Resolved that the company's shareholders approve on an advisory basis the compensation of the named executive officers as disclosed in the company's proxy statement for the Cincinnati Financial Corporation 2026 annual shareholder meeting pursuant to the compensation disclosure rules of the SEC including the compensation discussion and out and analysis the 2025 summary compensation table and the other related tables and narrative disclosure.

Operator

Thank You Mr. Wood.

Speaker 11

Is there any discussion at this time?

Operator

The final order of business is to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026. To present the proposal, I call on Andy Schnell, Cincinnati Insurance Senior Vice President and Treasurer, Corporate Finance.

Speaker 11

Mr. Chairman, I propose that shareholders ratify the selection of Deloitte & Touche LLP as the company's independent, registered public accounting firm for 2026. Thank you, Mr. Schnell.

Operator

Is there any discussion on this one at this time? Again, I would invite any shareholder who wants to vote in person to come and see the inspectors of an election or raise your hand and we'll come to you to receive your vote. Seeing and hearing none, the polls are now closed for each matter voted on at this meeting. While the inspectors of election are tallying the votes, I invite our president and CEO, Mr. Steve Spray, to talk about the company's 2025 performance and trends that may affect 2026 and beyond. You'll have an opportunity to ask questions at the end of the meeting, so please let us know if you want to hear more on any subject at that time. As we begin, let me remind you that some of the matters we will discuss are forward-looking and may involve certain risks and uncertainties. You may refer to various filings with the SEC for factors that could cause results to differ materially from those discussed. You can find reconciliations for non-GAAP measures in our most recent quarterly earnings news release, which is available at investors.cinfin.com. Mr. Spray.

Stephen Michael Spray, CEO

Thank you, Mr. Chairman. Good morning, all, here at the beautiful Cincinnati Art Museum, and thank you for everyone who's tuning in online as well. It's my pleasure and my privilege this morning to give you an update on your company's results. operations. As we start every meeting at the company, whether it be with associates or with our agent partners, we share this slide. We think it's important to constantly remind ourselves and our partners of our vision and our strategy. Our vision is to be the best company serving independent agents. Notice I didn't say the best insurance company. I said the best company serving independent agents. Our strategy is illustrated by the pyramid here. We were founded by four independent agents in 1950. We put independent agents at the top of the pyramid at the center of everything we do. We appoint the most professional agents in the business, build deep relationships with each and every one of them, and then reflect what they do well. I also like to say that we take the company out into the community where our agents are. Put associates in the communities assigned to the agencies and then empower them to make decisions at the local level. That is one of our absolute key differentiators. We handle claims fast, fair, personal, and with empathy. And in headquarters, we respond. We build expertise. We provide support for all of our agents, all of our field associates across the country. Financial strength. I'm going to talk about that in a few slides, but I stand here before you today and say that your company has never been stronger financially. And then we put everything on a foundation of ethical behavior at Cincinnati Insurance. We live the golden rule. We treat others the way we would want to be treated. This vision, this strategy has served us all very well for 75-plus years, and we're extremely confident that it's going to serve us all well far into the future. These next few slides, we really look at as a scorecard on how we are delivering on that vision and on that strategy. First one I have for you is net written premium growth. You can see we finished 2025, just a little over 9%. Strong five years, you go back even further and we've got strong growth. Matter of fact, we're growing at almost 1.3 times the industry average on a compounded annual growth rate over these last five years. I think a fun little fact as well is since 2018, your company has doubled its net written premiums. We went from at the end of 2018 to just over five billion of consolidated net written premiums. We finished 2025 at just over 10 billion of net written premiums. I think this is important because our customers, our partners, they're independent. They have choices. They don't owe us anything. We have to show up and earn every dollar that we get as a company in our agencies. And our agencies have afforded us that opportunity. And I'd just like to right now just say a thank you to all the agents out there for everything you do for the company. Most importantly, we're doing it profitably. 2025 marks 14 consecutive years that your company has generated an underwriting profit. It's something that we're extremely proud of. It's a streak that we want to continue to focus on and keep going. Over those 14 years, I think we've done an excellent job. The average combined ratio of those 14 years is 94.8, and our guidance and our goal is always 92 to 98, so we're hitting that mark of modest underwriting profit while remaining affordable. in the communities that we and our agents serve. The 94.9 that you see for 2025 I think is we're especially proud of because your company was able to respond to the single largest catastrophe in the company's history, the California wildfires. And I think being able to by the end of the year to turn in a 94.9 just is a testament to our business model, to our agents, to our associates on the way they execute policy by policy, the way our claims teams handle claims fast, fair, and personal. So to turn in a result of 94.9 after, again, the worst catastrophe in the company's history, I think just shows the consistency, the resiliency, and the stability that we're all striving for. Yeah, great job. So when you're growing, you're doing it profitably, and you're investing wisely, you can build a fortress balance sheet like we have at Cincinnati Financial. You can see here at the end of 2025, we have just under $16 billion of gap equity supporting a little over $10 billion in net written premiums. Cincinnati Insurance has never wanted for capital to grow the company, and that's never been truer than it is today. We stand ready to take all the great new business our agents can send our way. Now, of course, we're going to underwrite it and we're going to price it for the long term. We're not thinking the next two months or even the next year. We're thinking 2, 5, 10, 15 years from now. How do we remain that consistent, reliable, stable partner for our agents and the policyholders in their communities? I like to call this slide, or we like to call this slide, continuous improvement. And I've just taken a snapshot in time from 2007 forward, but I could take this back to 1950 and we can take it forward beyond 2022. It really summarizes the strategy. I said it earlier. We appoint the best agents in the business, build deep relationships, try to reflect what they do well, listen to the needs of the agents and their clients and their communities, and we respond. I went back to 2007 when we started our E&S company. And you can see all the products and services that we as a company have developed over the years. And we did it before 07, and we'll continue it going forward. But every one of these, minus one, I'd say business unit, premium producing business unit, came at the direct request or direct feedback of one of our agent partners. I think the thing that's most important here, too, is just this window, just these business units, These premium-producing units, at the end of 2025, generated well over $4 billion of our $10 billion in net written premiums. So it really goes to our strategy and something that we'll continue to focus on. This kind of shows you it in a little different light. Over the last decade plus, we have really been focused on diversifying our revenue, both geographically and, as I'm showing you here, by business unit. And you can see the nice growth through all business units, commercial lines, personal lines, Cincinnati Life Insurance Company. Steve mentioned Cincinnati Global and Cincinnati Re, and then, of course, our ENS operation, CSU. So this is a deliberate strategy. The company will continue to do this. This will continue to help us reduce volatility from year to year. So that strategy is performing well, and our associates are doing an excellent job. This slide really, I think, validates both our short-term goals and our long-term strategy. Simply put, what we're doing here is we're taking $1, 1987, investing in either the S&P 500 or in Cincinnati Financial. I think everyone knows how well the S&P has done over this time, and you can see how your company's total shareholder return has done in comparison to the S&P. And you can see this gray line, VCR, stands for value creation ratio. That's our primary financial metric as a company. And I think you can see why we use VCR as our primary financial metric. So goes VCR, so goes total shareholder return of the company. So this is something that we will remain focused on as well. This slide just shows you how VCR has performed over time. We've taken it back five years. The goal for VCRs over any five-year period is 10% to 13%, and you can see that there can be volatility in it, but over the long pull, you can see how this rewards shareholders. You know, with the strong operations that we have, with the excellent investing that our team does, this has afforded the Board of Directors of Cincinnati Financial to continue to return capital to shareholders. We've got, at the end of 2025, we've got 65 consecutive years of increasing dividends. As a matter of fact, at the end of January this year, your board increased the regular quarterly dividend from $0.87 to $0.94, about an 8% increase. That sets the stage for 66 consecutive years of not just paying a dividend, of increasing that dividend every year for 66 years. That's something we can find only seven other publicly traded companies in the U.S. can match that record. Something that we're proud of, something I can tell you we're focused on, and something that we'll continue to strive to deliver into the future. Maybe give you a little highlights of the first quarter. We just wrapped that up. We had our conference call last week. 7% net written premium growth, 96.5 combined ratio. Every major business unit at the company in the first quarter turned an underwriting profit. BCR, you can see it, 0.2% through the first quarter. So we're off to a really good start for 2026. It's only one quarter. We've got a lot of work to do, but we're happy with the start. One metric I don't have on this slide that I would like to share is net investment income. Net investment income in the first quarter was up again 14%. So just continuing to support everything we do at Cincinnati Financial. You know, with our great relationships with agents and the financial strength that we cultivate and that we prioritize, our claims associates across the country never have to worry about our ability to pay claims. They can spend their energy and their effort focusing on delivering on that promise that we put in that policy contract. And I don't think anybody does it better than a local independent agent that represents Cincinnati and a local Cincinnati claims representative. You know, every time we receive a claim, it gives us an opportunity to make a bad day better. We, you know, we want to pay every dollar we owe under the policy contract, but we want it to be more than just a transaction. We want to turn a bad event into a favorable experience. And again, I don't think anybody does it better than a Cincinnati agent and a Cincinnati claims rep at the local level. What I'd like to do now is share with you a short video where we had the opportunity to not make one bad day, but two bad days better for a couple who put their trust in Cincinnati insurance. You know, fast, personal, empathetic claim service, just like you saw in that story, it really upholds the reputations of all of our agents in the communities where they are. It sells more insurance through word of mouth. And along the way, we also sometimes pick up a few accolades. In 2026, you can see that Forbes rated Cincinnati Insurance as one of the best carriers out there for the consumer for homeowners and auto insurance. And then in 2025, we received, we were a gold winner in the crisis response of the year category by Best in Biz for our response to Hurricane Helene. So not things that we look for, but it's certainly nice to validate. And I love the fact that it recognizes our agents and our field associates as well. You know, we've got a winning strategy at the company that we know will continue to create great value over the years into the future for our company, for our associates, and for our agents. And, of course, continue to create long-term shareholder value for each and every one of you. So thanks for your time this morning. Much appreciated. Mr. Chairman, I'll turn the meeting back over to you.

Operator

Thank you, Mr. Stray. Before we hear from the inspectors of election, I'd like to remind shareholders of the services of our stock register transfer agent and dividend dispersing agent, Equinity Trust Company, can provide. Equinity can help shareholders of record convert paper certificates to electronic book entry instead. Holding your shares electronically eliminates the risk and expense of paper certificates being misplaced or destroyed. Equinity can also help you enroll in dividend reinvestment plans, compounding your returns over time. If you'd like more information, please either contact our Shareholder Services Department or visit Equinity at www.shareowneronline.com. Inspectors, do you have the preliminary voting results?

Brandon McIntosh, Analyst — Inspector of Elections

Mr. Chairman, we, the undersigned inspectors of election, duly appointed to act at the annual meeting of shareholders of Cincinnati Financial Corporation, held on the second day of May, 2026, hereby submit a preliminary report on results of the voting. For the first proposal, the election of directors, each of this year's nominees received more votes cast for their election than against. For the proposal to approve the amended and restated Articles of Incorporation, the affirmative vote of approximately 75% of our common shares outstanding were voted in favor of approving the amended and restated Articles of Incorporation. The non-binding shareholder proposal was supported by approximately 27% of the shares present or represented and entitled to vote at the meeting. For the non-binding advisory say on pay vote, approximately 96% of the shares present or represented and entitled to vote at the meeting were voted in favor of the non-binding resolution to approve the compensation for the company's named executive officers. For the final proposal, approximately 95% of the shares present or represented and entitled to vote at the meeting were voted in favor of ratifying the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026. Respectfully submitted, Brandon McIntosh and Allison Osanico.

Operator

Thank you, Mr. McIntosh. It appears all directors have been elected, all management proposals have passed, and the appointment of Deloitte & Touche as the company's independent registered public accounting firm has been ratified. The shareholder proposal that the company adopt a 10% ownership threshold requirement to call a special shareholder meeting failed to receive a majority of the shares represented in person or by proxy. The inspectors of election will furnish the corporate secretary with a written report of the final vote count with respects to matters voted on today to be included in the minutes of the meeting. we'll announce final results once they are certified early next week at this time we welcome your questions and we want to learn more about your interest in our business please come to one of the two microphones we've set up to share your comment or to ask your question so that we can keep the meeting on schedule and allow everyone to speak who wishes to please keep your questions to two minutes or less would you like to join me are there any questions Okay, hearing or seeing no questions. Unless there is other business for today's meeting, I request a motion to adjourn.

Speaker 11

So moved.

Operator

Is there a second?

Speaker 11

Second.

Operator

Before we stand adjourned, I'd like to mention that you are welcome to tour the entire art museum free of charge. Your program has details on the museum's special exhibitions, which are also available to you today. Refreshments are still available as well. we stand adjourned. Thank you very much for your presence today. We look forward to seeing you again next year.