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): May 11, 2011 (May 5, 2011)

Registrant’s telephone number, including area code: (614) 464-5000

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):

Section 5 – Corporate Governance and Management

Item 5.02(f)

State Auto Financial Corporation (the “Company”) has a Long-Term Incentive Plan under which grants of cash-based performance award units (“PAUs”) are made to its Named Executive Officers (“NEOs”) and other members of the Leadership Team. The value of a PAU is dependent upon the State Auto Group’s relative performance to a peer group of other property and casualty insurers (the “LTIP Peer Group”) during a three-year performance period. The value of the PAU awards to the NEOs for the three-year performance period ended December 31, 2010 (the “2008-2010 performance period”), was omitted from the Company’s definitive Proxy Statement dated April 5, 2011 (the “2011 Proxy Statement”) because, as of that date, the final LTIP Peer Group data for the 2008-2010 performance period was not available to the Company.

On May 5, 2011, the Company’s Compensation Committee approved PAU awards for the 2008-2010 performance period for the NEOs indentified in the 2011 Proxy Statement. Set forth below are the non-equity incentive compensation and total compensation for each NEO reported in the Summary Compensation Table on Page 50 of the 2011 Proxy Statement, as recalculated to include the value of the PAU awards for the 2008-2010 performance period.

Proposal One – Election of Directors.

The following persons were elected to serve as Class II directors to hold office until the 2014 annual meeting of shareholders and until a successor is elected and qualified, with each director nominee receiving the votes as indicated below:

The following person was re-elected to serve as a Class III director to hold office until the 2012 annual meeting of shareholders and until a successor is elected and qualified, receiving the votes as indicated below:

Proposal Two – Amendment to the 2009 Equity Incentive Compensation Plan to eliminate the maximum number of Common Shares which may be granted to participants in a calendar year.

This Proposal was approved with the following vote:

Proposal Three – Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011.

This Proposal was approved with the following vote:

Proposal Four – Advisory vote on the compensation paid to named executive officers, as disclosed in the proxy materials.

This Proposal was approved with the following vote:

Proposal Five – Advisory vote on the frequency of conducting future advisory votes on executive compensation.

Votes were cast as follows for the frequency indicated:

Section 8 – Other Events

At the Company’s Board of Directors meeting held on May 6, 2011, Paul S. Williams was re-elected as the Lead Director of the Board.

At the same Board meeting, the following directors were appointed or re-appointed to the following Board committees:

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.