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): December 1, 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

(d) On December 1, 2023, the Board of Directors of AXIS Capital Holdings Limited (the “Company”), upon the recommendation of its Corporate Governance, Nominating and Social Responsibility Committee, appointed Stanley Galanski as a member of the Company’s Board of Directors effective January 1, 2024. Mr. Galanski joins the Board as a Class III director and has been appointed as a member of the Risk Committee.

Mr. Galanski will receive the annual retainers for service on the Company’s Board and the Risk Committee in accordance with the Company’s Directors Compensation Program. Pursuant to Item 404(a) of Regulation S-K, the son of Mr. Galanski is employed by a Company affiliate in a non-executive officer position and has received compensation of approximately $423,699 year-to-date (as of November 15, 2023).

Item 7.01 Regulation FD Disclosure

A copy of the press release issued on December 4, 2023 announcing Mr. Galanski's appointment to the Board is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, as well as Exhibit 99 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act unless the Company expressly so incorporates such information by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Document
99	Press Release dated December 4, 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: December 4, 2023

 

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

EX-99

Exhibit 99 Investor Contact Media Contact Dinh Nguyen Nichola Liboro +1-212-715-3572 + 1-212-940-3394 investorrelations@axiscapital.com nichola.liboro@axiscapital.com AXIS NAMES STAN GALANSKI TO ITS BOARD OF DIRECTORS PEMBROKE, Bermuda, December 4, 2023 – AXIS Capital Holdings Limited (“AXIS Capital” or “AXIS” or the “Company”) (NYSE: AXS), today announced that it has appointed Stan Galanski to the Company’s Board of Directors. Effective January 1, 2024, Mr. Galanski will join the Board and will serve on its Risk Committee. “Stan is an outstanding addition to our Board of Directors, bringing more than 40 years of experience in the property and casualty space as a public company CEO and with C-Suite roles at leading major and mid-size insurance carriers,” said Henry Smith, Chair of the Board of Directors at AXIS. “We will benefit from his experience guiding companies to drive underwriting excellence and operational transformation, as well as his deep knowledge of the specialty insurance space on a global scale.” Mr. Galanski most recently served as President and CEO of The Navigators Group, a NASDAQ-listed global specialty insurer that he grew from $150 million in premiums to $2 billion, while leading the Company from 2003 until its 2019 acquisition by The Hartford. Previously he served for two years as CEO of Intercargo Corporation, a global NASDAQ- listed specialty insurer, until its sale to XL Capital in 1999. Mr. Galanski’s prior roles include two years as President of New Hampshire Insurance Company – an AIG subsidiary, as well as 15 years at Chubb in various management and underwriting roles. “It is a privilege to serve on the Board of AXIS, a company with a proud history in specialty insurance, strong accelerating positive momentum in its performance, and the potential for significant profitable growth,” said Mr. Galanski. “I look forward to applying my background in underwriting, operations, and transformation to support the Company in advancing its ambition to be a specialty underwriting leader.” Mr. Galanski’s appointment reflects a multi-year succession planning strategy to ensure balance between longer-tenured directors and perspectives of newer directors. With the addition of Mr. Galanski, the Board will consist of twelve members, eleven of whom are independent. Over the past six years, the Company has added nine new Directors to the Board (including Mr. Galanski). About AXIS AXIS Capital, through its operating subsidiaries, is a global specialty underwriter and provider of insurance and reinsurance solutions. The Company has shareholders' equity of $5.0 billion at September 30, 2023, and locations in Bermuda, the United States, Europe, Singapore and Canada. Its operating subsidiaries have been assigned a financial strength rating of "A+" ("Strong") by Standard & Poor's and "A" ("Excellent") by A.M. Best. For more information about AXIS Capital, visit our website at www.axiscapital.com.

XML

Document and Entity Information Document and Entity Information	Aug. 01, 2023
Document Information [Line Items]
Entity Central Index Key	0001214816
Entity Registrant Name	AXIS CAPITAL HOLDINGS LTD
Entity Emerging Growth Company	false
Pre-commencement Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Entity Tax Identification Number	98-0395986
Entity File Number	001-31721
Entity Incorporation, State or Country Code	D0
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 01, 2023
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
Common Stock
Document Information [Line Items]
Security Exchange Name	NYSE
Trading Symbol	AXS
Title of 12(b) Security	Common shares, par value $0.0125 per share
Series E Preferred Stock
Document Information [Line Items]
Security Exchange Name	NYSE
Trading Symbol	AXS PRE
Title of 12(b) Security	Depositary shares, each representing a 1/100th interest in a 5.50% Series E preferred share

XML

Cover	Aug. 01, 2023
Cover [Abstract]
Document Period End Date	Dec. 01, 2023