8-K

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): October 6, 2023

AXIS CAPITAL HOLDINGS LIMITED

(Exact Name Of Registrant As Specified In Charter)

Bermuda	001-31721	98-0395986
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

92 Pitts Bay Road

Pembroke, Bermuda HM 08

(Address of principal executive offices, including zip code)

(441) 496-2600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or 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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, par value $0.0125 per share	AXS	New York Stock Exchange
Depositary shares, each representing a 1/100th interest in a 5.50% Series E preferred share	AXS PRE	New York 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 6, 2023, AXIS Specialty U.S. Services, Inc., a subsidiary of AXIS Capital Holdings Limited (the "Company"), entered into an amendment to the employment agreement with Peter Vogt, the Company's Chief Financial Officer, to (i) extend the term of the agreement for three years to December 31, 2026, (ii) update the agreement to reflect Mr. Vogt's current base salary and annual long-term incentive award as described in the Company's Current Report on Form 8-K filed on May 8, 2023, and (iii) amend the governing law and choice of forum provisions in the agreement to the Commonwealth of Pennsylvania. In addition, the amendment provides that, if either party provides a notice of non-renewal and the employment agreement terminates upon the expiration of the term, Mr. Vogt's outstanding equity awards will vest upon the date of termination, and he will be entitled to receive his 2026 fiscal year annual bonus based on actual performance for 2026. In this scenario, the vesting of the performance-vesting restricted stock units ("PSUs") will be calculated based on actual performance at December 31, 2026 for all outstanding PSU awards.

This description is qualified in its entirety by reference to the amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Document
10.1	Amendment No. 3 to Employment Agreement by and between AXIS Specialty U.S. Services, Inc. and Peter Vogt, dated October 6, 2023
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.

Dated: October 10, 2023

 

AXIS CAPITAL HOLDINGS LIMITED
By:	/s/ Conrad D. Brooks
	Conrad D. Brooks
	General Counsel

EX-10

AMENDMENT NO. 3

to

EMPLOYMENT AGREEMENT

datedDecember 11, 2017

by and between

AXIS Specialty U.S. Services, Inc. (the “Company”)

and

Peter Vogt (the “Executive”)

Dated: October 6, 2023

WHEREAS, the Company and the Executive entered into an employment agreement dated December 11, 2017, subsequently amended by Amendment No. 1 dated October 2, 2020 and Amendment No. 2 dated June 17, 2021 (as amended, the “Agreement”); and

WHEREAS, the Human Capital and Compensation Committee of the Board of Directors of AXIS Capital Holdings Limited, the Company and the Executive have determined that it is in the best interests of the Company, AXIS Capital Holdings Limited and its shareholders to amend certain components of the Executive’s compensation;

NOW, THEREFORE, the Agreement is hereby amended, effective as of June 1, 2023, as follows:

1.Section 2(a) of the Agreement (Compensation and Benefits) is hereby amended to replace the reference to “$675,000” in the first line thereof with “$700,000”.

2.Section 2(c) of the Agreement (Compensation and Benefits) is hereby amended to replace the reference to “$1,200,000” in the third line thereof with “$1,400,000”.

3.Section 3(a) of the Agreement (Term of Employment) is hereby amended to replace the reference to “December 31, 2023” with “December 31, 2026.”

4.A new Section 4(h) is hereby added to the agreement as follows:

h) Non-Renewal of Employment Term. In the event that, (i) either party (you or the Company) provides a written notice that the Agreement will not be extended beyond December 31, 2026 and (ii) your employment with the Company terminates upon the end of such Employment Term, and subject to your compliance with the obligations set forth in Sections 5, 7, 8, 9 and 10 of the Agreement and the timely satisfaction of the condition precedent in Section 4(f) of the Agreement, then:

i)all of your outstanding and unvested Restricted Stock Units and other equity awards shall immediately vest upon the date of such termination and

ii)you will be paid your Annual Bonus based on actual performance for the 2026 fiscal year and you will be excused from the requirement in Section 2(b) that you must be actively employed with the Company on the date of disbursement in order to receive the Annual Bonus and such Annual Bonus will be paid during the period set forth in Section 2(b) of the Agreement.

For the avoidance of doubt, a non-renewal of the Agreement by the Company at the end of the December 31, 2026 Employment Term will not be considered a termination by the Company without Cause. The parties acknowledge and agree that good faith negotiations related to such renewal will commence no later than January 1, 2026.

5.A new Section 4(i) is hereby added to the agreement as follows:

i) Treatment of Performance-Vesting Restricted Stock Units. In the event that you become entitled to accelerated vesting of your Restricted Stock Units upon your termination of employment in accordance with Sections 4(d), (e) and (h) herein, the performance-vesting achievement for your performance-vesting Restricted Stock Units which remain outstanding as of such employment termination date shall be calculated based on actual performance achievement through such termination date, as determined by the Human Capital and Compensation Committee of Parent’s Board in good faith.

6.Section 14 (Choice of Forum) and Section 15 (Governing Law) of the Agreement are hereby deleted and replaced with the following new Sections 14 and 15 as set forth below:

14) Choice of Forum

The Parent is an international company and has subsidiaries that conduct business in the United States (including Pennsylvania) and other countries. You and the Company are desirous of having any disputes resolved in a forum having a substantial body of law and experience with the matters contained herein. As a result, you and the Company have a strong interest in providing a single forum and governing law for the convenience of you and the Company to resolve any and all legal claims. In addition, you recognize that the Company's and the Parent’s savings from limiting the forum for legal claims allow them and their affiliates to maintain lower business expenses, which help all of them provide more cost effective and competitive insurance products and services. For all of these reasons, you and the Company agree that any action or proceeding brought in any court or other forum with respect to this Agreement and Employee’s employment shall be brought exclusively in any court of competent jurisdiction sitting in the Commonwealth of Pennsylvania, and the parties agree to the personal jurisdiction thereof. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the said court(s), and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. The parties recognize that, should any dispute or controversy arising from or relating to this agreement be submitted for adjudication to any court or other third party, the preservation of the secrecy of Confidential Information or Trade Secrets may be jeopardized. Consequently, the parties agree that all issues of fact shall be tried without a jury.

15) Governing Law

You and the Company agree that for the reasons recited in the foregoing paragraph 14, this Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions.

7.Section 10 (Governing Law) of the General Release and Waiver (attached as Exhibit A to the Employment Agreement) is hereby deleted and replaced with the following new Section 10 set forth below:

10.Governing Law. This General Release and Waiver shall be governed by, and construed and enforced in accordance with, the laws of Pennsylvania, without reference to its choice of law rules. The parties hereby irrevocably consent to the jurisdiction of Pennsylvania and courts located in Pennsylvania for purposes of resolving any dispute under this General Release and Waiver and expressly waive any objections as to venue in any such courts

11.Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as of the date first above written.

    AXIS SPECIALTY U.S. SERVICES, INC.

By:    /s/ Noreen McMullan

Name: Noreen McMullan

Title: Executive Vice President

Accepted and Agreed:

/s/ Peter Vogt

Peter Vogt

XML

Cover Page	Oct. 06, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 06, 2023
Entity Registrant Name	AXIS CAPITAL HOLDINGS LTD
Entity Central Index Key	0001214816
Amendment Flag	false
Entity Incorporation, State or Country Code	D0
Entity File Number	001-31721
Entity Tax Identification Number	98-0395986
Entity Address, Address Line One	92 Pitts Bay Road
Entity Address, City or Town	Pembroke
Entity Address, Country	BM
Entity Address, Postal Zip Code	HM 08
City Area Code	441
Local Phone Number	496-2600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common shares, par value $0.0125 per share
Trading Symbol	AXS
Security Exchange Name	NYSE
Series E Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary shares, each representing a 1/100th interest in a 5.50% Series E preferred share
Trading Symbol	AXS PRE
Security Exchange Name	NYSE