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) March 6, 2020
CNA FINANCIAL CORPORATION
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| (Exact name of registrant as specified in its charter) |
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| 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)
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| 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:
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| 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 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Registrant previously announced the resignation of James M. Anderson, Executive Vice President and Chief Financial Officer, effective February 25, 2020. Mr. Anderson and the Registrant have entered into a General Release and Separation Agreement, dated as of March 6, 2020 (“Agreement”). The agreement provides for a payment of $3,250,000, payable no later than April 15, 2020 and certain additional benefits relating to health and welfare. As a result of Mr. Anderson’s continued employment with the Registrant through March 15, 2020 (although not in the Chief Financial Role as of February 25, 2020), Mr. Anderson will receive an annual incentive bonus for the 2019 performance year in the amount of $1,250,000, payable on March 15, 2020 and full vesting of Mr. Anderson’s 2017 Performance Share Plan grant in accordance with the terms of the award and the Registrant’s Incentive Compensation Plan and as previously publicly disclosed as part of Mr. Anderson’s 2018 compensation.
Mr. Anderson has agreed to certain provisions, including not to interfere, or try to interfere, with any business relationship between the Registrant and any other person or entity, including customers, agents, suppliers, vendors, contractors, employees, and business partners for a period of 12 months and a covenant to cooperate with the Registrant with regard to ongoing litigation and other matters.
Mr. Anderson does not otherwise have an employment agreement or other arrangement with the Registrant.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
See Exhibit Index.
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 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.
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| | | CNA Financial Corporation |
| | | (Registrant) |
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| Date: March 12, 2020 | By | /s/ Jose Ramon Gonzalez |
| | | (Signature) |
| | | Jose Ramon Gonzalez Executive Vice President and General Counsel
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