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 12, 2016 (May 6, 2016)

STATE AUTO FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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

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):

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, 2015 (the “2013-2015 performance period”), was omitted from the Company’s definitive Proxy Statement dated March 24, 2016 (the “2016 Proxy Statement”) because, as of that date, the final LTIP Peer Group data for the 2013-2015 performance period was not available to the Company.

On May 6, 2016, the Company’s Compensation Committee approved PAU awards for the 2013-2015 performance period for the NEOs identified in the 2016 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 65 of the 2016 Proxy Statement, as recalculated to include the value of the PAU awards for the 2013-2015 performance period.

Proposal One – Election of Directors.

The following persons were elected to serve as Class I directors to hold office until the 2019 annual meeting of shareholders and until a successor is elected and qualified, with each director nominee receiving the votes as indicated below:

Proposal Two – Amendment to the Company’s Code of Regulations.

This Proposal was approved with the following vote:

Proposal Three – Amendment to the 2009 Equity Incentive Compensation Plan

This Proposal was approved with the following vote:

Proposal Four – Approval of Material Terms of the Outside Directors Restricted Share Unit Plan

This Proposal was approved with the following vote:

Proposal Five – Approval of Material Terms of the One Team Incentive Plan

This Proposal was approved with the following vote:

Proposal Six - Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016.

This Proposal was approved with the following vote:

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

This Proposal was approved with the following vote:

Section 8. Other Events

At the Company’s Board of Directors’ meeting held on May 6, 2016, 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.