UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant To Section 13
or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
(Exact name of registrant as specified in its charter)
(State
or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer Identification No.)
|
CH-
(Address of principal executive offices)
Registrant’s telephone number,
including area code: +
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 Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 |
(e) At the Chubb Limited (“Company”) Annual General Meeting of Shareholders (“annual general meeting”) held on May 16, 2024, the Company’s shareholders approved the amended and restated Chubb Limited Employee Stock Purchase Plan (“ESPP”). A more complete description of the ESPP is contained in the Company’s proxy statement, as filed with the Securities and Exchange Commission on April 1, 2024 (“Proxy Statement”), under the heading “Agenda Item 11: Approval of the Amended and Restated Chubb Limited Employee Stock Purchase Plan,” which is incorporated herein by reference. The description of the ESPP set forth in the Proxy Statement is qualified in its entirety by reference to the complete text of the ESPP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the annual general meeting, the Company’s shareholders also approved (i) a share capital reduction via cancellation of shares, as further described in the Proxy Statement under the heading “Agenda Item 9: Cancellation of Repurchased Shares,” incorporated herein by reference; and (ii) an amendment to Article 6 of the Articles of Association to authorize the Company’s Board of Directors to introduce a capital band, which authorizes the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 16, 2025, and in connection therewith, limit or withdraw the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Proxy Statement under the heading “Agenda Item 10: Approval of a Capital Band for Authorized Share Capital Increases and Reductions,” which is incorporated herein by reference.
A copy of the amended Articles of Association reflecting the capital reduction and introduction of a capital band is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The amended Articles of Association will become effective upon registration with the Commercial Register of the Canton of Zurich, Switzerland. Subject to the subsequent approval by the Swiss Federal Commercial Register Office, the effective date of such registration is expected to be on or about May 22, 2024.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company convened its annual general meeting on May 16, 2024, pursuant to notice duly given. Agenda Items 1-14 submitted by the Company at the annual general meeting were approved in accordance with the Board’s recommendations. With respect to the shareholder proposals, each of Agenda Items 15 and 16 were rejected. The matters voted upon at the meeting and the results of such voting are set forth below.
The vote required to approve each agenda item noted below is described in the Company’s 2024 Proxy Statement under the heading “What vote is required to approve each agenda item?”.
| 1. | Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2023 |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 360,085,556 | 206,028 | 1,005,984 | 0 | |||||||||||
| 2.1 | Allocation of disposable profit |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 360,807,595 | 213,997 | 275,976 | 0 | |||||||||||
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| 2.2 | Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 360,902,705 | 150,469 | 244,394 | 0 | |||||||||||
| 3. | Discharge of the Board of Directors |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 332,421,027 | 2,406,632 | 1,201,232 | 25,069,856 | |||||||||||
The voting results for Agenda Item 3 exclude shares held by the Company’s directors, nominees and executive officers, who are not permitted by Swiss law to vote their shares on the discharge of the Board of Directors.
| 4.1 | Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2024 |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 346,648,307 | 14,420,831 | 228,430 | 0 | |||||||||||
| 4.2 | Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting for the financial year ending December 31, 2024 |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 342,854,392 | 18,207,007 | 236,169 | 0 | |||||||||||
| 4.3 | Election of BDO AG (Zurich) as special audit firm until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 360,123,776 | 924,642 | 249,150 | 0 | |||||||||||
| 5.1 | Election of Evan G. Greenberg as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 314,270,439 | 20,774,145 | 1,183,128 | 25,069,856 | |||||||||||
| 5.2 | Election of Michael P. Connors as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 317,141,671 | 18,831,017 | 255,024 | 25,069,856 | |||||||||||
| 5.3 | Election of Michael G. Atieh as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 330,950,195 | 5,020,779 | 256,738 | 25,069,856 | |||||||||||
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| 5.4 | Election of Nancy K. Buese as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 334,304,044 | 1,616,629 | 307,039 | 25,069,856 | |||||||||||
| 5.5 | Election of Sheila P. Burke as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 333,775,179 | 2,209,494 | 243,039 | 25,069,856 | |||||||||||
| 5.6 | Election of Nelson J. Chai as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 334,969,592 | 958,099 | 300,021 | 25,069,856 | |||||||||||
| 5.7 | Election of Michael L. Corbat as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 333,948,030 | 2,017,680 | 262,002 | 25,069,856 | |||||||||||
| 5.8 | Election of Robert J. Hugin as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 333,699,326 | 2,226,882 | 301,504 | 25,069,856 | |||||||||||
| 5.9 | Election of Robert W. Scully as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 329,819,361 | 6,112,706 | 295,645 | 25,069,856 | |||||||||||
| 5.10 | Election of Theodore E. Shasta as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 327,478,871 | 8,492,272 | 256,569 | 25,069,856 | |||||||||||
| 5.11 | Election of David H. Sidwell as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 294,155,914 | 41,545,264 | 526,534 | 25,069,856 | |||||||||||
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| 5.12 | Election of Olivier Steimer as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 331,980,067 | 3,993,533 | 254,112 | 25,069,856 | |||||||||||
| 5.13 | Election of Frances F. Townsend as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 316,687,599 | 19,284,943 | 255,170 | 25,069,856 | |||||||||||
| 6. | Election of Evan G. Greenberg as Chairman of the Board of Directors until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 265,361,205 | 69,364,868 | 1,501,639 | 25,069,856 | |||||||||||
| 7.1 | Election of Michael P. Connors as Compensation Committee member until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 321,479,700 | 14,468,622 | 279,390 | 25,069,856 | |||||||||||
| 7.2 | Election of David H. Sidwell as Compensation Committee member until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 319,955,412 | 15,721,647 | 550,653 | 25,069,856 | |||||||||||
| 7.3 | Election of Frances F. Townsend as Compensation Committee member until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 321,264,300 | 14,685,789 | 277,623 | 25,069,856 | |||||||||||
| 8. | Election of Homburger AG as independent proxy until the conclusion of the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 360,701,122 | 224,978 | 371,468 | 0 | |||||||||||
| 9. | Cancellation of repurchased shares |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 360,234,451 | 688,687 | 374,430 | 0 | |||||||||||
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| 10. | Approval of a capital band for authorized share capital increases and reductions |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 345,626,397 | 15,279,294 | 391,877 | 0 | |||||||||||
| 11. | Approval of the amended and restated Chubb Limited Employee Stock Purchase Plan |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 335,587,095 | 372,072 | 268,545 | 25,069,856 | |||||||||||
| 12.1 | Maximum compensation of the Board of Directors until the next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 334,654,903 | 629,935 | 942,874 | 25,069,856 | |||||||||||
| 12.2 | Maximum compensation of Executive Management for the 2025 calendar year |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 326,513,094 | 8,751,113 | 963,505 | 25,069,856 | |||||||||||
| 12.3 | Advisory vote to approve the Swiss compensation report |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 316,655,043 | 19,199,206 | 373,463 | 25,069,856 | |||||||||||
| 13. | Advisory vote to approve executive compensation under U.S. securities law requirements |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 316,632,443 | 19,226,783 | 368,486 | 25,069,856 | |||||||||||
| 14. | Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2023 |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 354,991,587 | 5,287,451 | 1,018,530 | 0 | |||||||||||
| 15. | Shareholder proposal on Scope 3 greenhouse gas emissions reporting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 94,470,171 | 239,209,429 | 2,548,112 | 25,069,856 | |||||||||||
| 16. | Shareholder proposal on pay gap reporting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 89,136,676 | 245,884,303 | 1,206,733 | 25,069,856 | |||||||||||
6
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 3.1 | Articles of Association of the Company as amended | |
| 4.1 | Articles of Association of the Company as amended (Incorporated by reference to Exhibit 3.1) | |
| 10.1 | Chubb Limited Employee Stock Purchase Plan, as amended and restated | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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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.
| CHUBB LIMITED | ||
| By: | /s/ Joseph F. Wayland | |
| Joseph F. Wayland | ||
| General Counsel | ||
DATE: May 16, 2024