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, 2016





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





Delaware1-582336-6169860(State or other jurisdiction(Commission(IRS Employerof incorporation)File Number)Identification No.)











333 S. Wabash, Chicago, Illinois60604(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))














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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


The 2016 Annual Meeting of Stockholders of the registrant occurred on April 27, 2016. Represented at the meeting, in person or by proxy, were 267,319,179 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-VotesJose O. Montemayor261,709,1043,449,2742,160,801Thomas F. Motamed255,854,5019,303,8772,160,801Don M. Randel261,591,9683,566,4102,160,801Joseph Rosenberg256,020,8429,137,5362,160,801Andrew H. Tisch255,801,7919,356,5872,160,801James S. Tisch254,167,17510,991,2032,160,801Marvin Zonis261,225,5453,932,8332,160,801


2. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.


Over 91% 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 AbstainedBrokerNon-VotesAdvisory vote on executive compensation246,113,25519,025,10320,0202,160,801


3. APPROVAL OF AMENDMENT TO THE AMENDED  AND RESTATED CNA FINANCIAL 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.


Over 90% of the shares eligible to vote approved the amendment to the amended and restated CNA Financial 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 AbstainedBrokerNon-VotesApproval of the amended incentive compensation plan245,420,90219,711,78425,6922,160,801


4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2016.


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 2016, as identified below in the table. There were no broker non-votes.


Votes ForVotes AgainstVotes AbstainedRatification of appointment of Deloitte & Touche LLP267,033,524272,38113,274





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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, 2016By/s/ D. Craig Mense(Signature)D. Craig MenseExecutive Vice President andChief Financial Officer








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