Attached files
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EX-3.1 - ARTICLES OF ASSOCIATION OF THE COMPANY AS AMENDED - Chubb Ltd | d355344dex31.htm |
EX-10.1 - ACE LIMITED EMPLOYEE STOCK PURCHASE PLAN - Chubb Ltd | d355344dex101.htm |
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 16, 2012
ACE LIMITED
(Exact name of registrant as specified in its charter)
Switzerland | 1-11778 | 98-0091805 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Baerengasse 32
CH-8001 Zurich, Switzerland
(Address of principal executive offices)
Registrants telephone number, including area code: +41 (0)43 456 76 00
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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) At the companys 2012 annual general meeting, the companys shareholders approved the Employee Stock Purchase Plan, as amended through the fourth amendment (the ESPP), increasing the number of common shares available for issuance under the ESPP by 1,500,000 shares, which shares are in addition to the 3,000,000 common shares previously reserved under the ESPP. In addition to increasing the number of common shares available for issuance, the fourth amendment adds a provision excluding certain employees who are a citizen or resident of a foreign jurisdiction and makes clarifying and technical changes to certain defined terms and other provisions in the ESPP. A more complete description of the ESPP is contained in companys proxy statement, dated April 4, 2012, as filed with the Securities and Exchange Commission, under the heading Amendment to the ACE Limited Employee Stock Purchase Plan, which is hereby incorporated herein by reference. For the full text of the ESPP, see Exhibit 10.1 hereto, which is hereby incorporated herein by reference.
Item 5.03 | Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the companys 2012 annual general meeting, the companys shareholders approved an amendment to Article 6 of the Articles of Association to authorize the companys Board of Directors to increase the companys share capital within two years following the 2012 annual general meeting to a maximum amount equal to CHF 4,237,800,000, or 140,000,000 shares. In connection therewith, the company has undertaken to limit the number of shares (to a maximum of 68,000,000) that it will issue pursuant to, and during the two-year effective period of, this Article 6 share capital authorization without either providing the companys shareholders with the opportunity to exercise pre-emptive rights or seeking specific shareholder approval for such issuance, all as further described in the companys proxy statement dated April 4, 2012. The companys amended Articles of Association containing these amendments will become effective with publication in the Swiss Commercial Gazette, retroactive to their registration in the daily register of the Canton of Zurich, Switzerland on May 18, 2012, the same day the company filed these amendments in the Commercial Register of the Canton of Zurich, Switzerland (the Swiss Commercial Register).
At the companys 2012 annual general meeting, the companys shareholders also prospectively approved amendments to the companys Articles of Association in conjunction with their approval of payments of a dividend in the form of distribution through par value reduction, as further described in the companys proxy statement dated April 4, 2012. Such amendments will become effective with the registration of each quarterly par value reduction in the Swiss Commercial Register.
A copy of the amended Articles of Association is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 | Submission of Matters to a vote of Security Holders |
The company convened its annual general meeting of shareholders on May 16, 2012 pursuant to notice duly given. The matters voted upon at the meeting and the results of such voting are set forth below:
1.1 | Election of Michael G. Atieh |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
273,910,618 |
1,630,683 | 188,192 | 6,684,461 |
1.2 | Election of Mary A. Cirillo |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
271,974,457 |
3,581,965 | 173,071 | 6,684,461 |
2
1.3 | Election of Thomas J. Neff |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
269,509,678 |
5,011,068 | 1,208,747 | 6,684,461 |
2.1 | Approval of the annual report |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
281,138,309 |
26,800 | 1,248,845 | 0 |
2.2 | Approval of the statutory financial statements of ACE Limited |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
281,161,934 |
25,652 | 1,226,368 | 0 |
2.3 | Approval of the consolidated financial statements |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
281,148,329 |
38,645 | 1,226,980 | 0 |
3. | Allocation of disposable profit |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
282,039,512 |
50,317 | 324,125 | 0 |
4. | Discharge of the Board of Directors |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
276,920,593 |
1,211,852 | 4,248,087 | 0 |
5 | Amendment of the Articles of Association relating to authorized share capital for general purposes |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
271,623,903 |
2,637,276 | 1,468,314 | 6,684,461 |
6.1 | Election of PricewaterhouseCoopers AG (Zurich) as the companys statutory auditor until the companys next annual ordinary general meeting |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
281,071,230 |
1,160,824 | 181,900 | 0 |
6.2 | Ratification of appointment of independent registered public accounting firm PricewaterhouseCoopers LLP (United States) for purposes of United States securities law reporting for the year ending December 31, 2012 |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
280,793,365 |
1,440,977 | 179,612 | 0 |
3
6.3 | Election of BDO AG (Zurich) as special auditing firm until the companys next annual ordinary general meeting |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
281,839,361 |
397,330 | 177,263 | 0 |
7. | Approval of the payment of a distribution to shareholders through reduction of the par value of the companys shares, such payment to be made in four quarterly installments at such times during the period through the companys next annual general meeting as shall be determined by the Board of Directors |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
281,124,229 |
81,939 | 1,207,786 | 0 |
8. | Advisory vote to approve executive compensation |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
245,233,557 |
28,431,532 | 2,064,404 | 6,684,461 |
9. | Amendment to the ACE Limited Employee Stock Purchase Plan |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
273,214,660 |
1,891,630 | 623,203 | 6,684,461 |
Under the companys Articles of Association, shareholder approval of proposals is generally determined by simple majority of votes cast, such that abstentions and broker non-votes are disregarded in the tabulation of the vote to determine approval. The exceptions to this are matters for which a specific vote requirement or tabulation is required by applicable law or by specific provision of the Articles of Association. At the 2012 annual general meeting, abstentions and broker non-votes were not considered in the vote (and thus should be disregarded) with respect for all items above, other than Agenda Item No. 5. With respect to Agenda Item No. 5, which under Article 16 of the companys Articles of Association required the affirmative vote of two-thirds of the votes present (in person or by proxy), broker non-votes and abstentions had the effect of against votes because they were counted as present but were not counted as affirmative for votes.
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 | ACE Limited Employee Stock Purchase Plan (as amended through the Fourth Amendment)* |
* | Management Contract or Compensation Plan |
4
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 thereunto duly authorized.
ACE LIMITED | ||
By: | /s/ Robert F. Cusumano | |
Robert F. Cusumano | ||
General Counsel |
DATE: May 22, 2012
EXHIBIT INDEX
Exhibit |
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 | ACE Limited Employee Stock Purchase Plan (as amended through the Fourth Amendment)* |
* | Management Contract or Compensation Plan |