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 18, 2017

 

 

CHUBB 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)

Registrant’s 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))

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 18, 2017, 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 4, 2017 (“Proxy Statement”), under the heading “Agenda Item 9: Approval of 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 set forth in Annex A to the Proxy Statement and is incorporated herein by reference as Exhibit 10.1 hereto.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company convened its annual general meeting on May 18, 2017 pursuant to notice duly given. The agenda items submitted at the annual general meeting were passed. 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 Proxy Statement under the headings “What vote is required to approve each agenda item?” and “What is the effect of broker non-votes and abstentions?”.

 

1. Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2016

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

417,515,304

  283,130   1,269,843   0

 

2.1 Allocation of disposable profit

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

418,418,691

  279,285   370,301   0

 

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

417,976,813

  737,650   353,814   0

 

3. Discharge of the Board of Directors

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

391,265,658

  1,787,568   412,040   24,789,087

The voting results for Agenda Item 3 exclude shares held by the Company’s directors and executive officers, who are not permitted by 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 year ending December 31, 2017

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

414,351,969

  4,495,997   220,311   0

 

2


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 year ending December 31, 2017

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

414,045,442

  4,806,586   216,249   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

417,983,458

  815,486   269,333   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

388,313,495

  5,652,231   313,464   24,789,087

 

5.2 Election of Robert M. Hernandez as director until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

385,473,157

  8,597,962   208,071   24,789,087

 

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

387,297,808

  6,769,788   211,594   24,789,087

 

5.4 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

393,440,677

  654,166   184,347   24,789,087

 

5.5 Election of James I. Cash as director until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

393,079,343

  1,000,271   199,576   24,789,087

 

5.6 Election of Mary Cirillo as director until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

390,518,333

  3,492,401   268,456   24,789,087

 

5.7 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

361,572,414

  32,501,824   204,952   24,789,087

 

3


5.8 Election of John A. Edwardson as director until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

393,675,898

  392,214   211,078   24,789,087

 

5.9 Election of Leo F. Mullin as director until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

392,509,519

  1,490,559   279,112   24,789,087

 

5.10 Election of Kimberly A. Ross as director until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

393,751,565

  325,154   202,471   24,789,087

 

5.11 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

390,571,399

  3,436,770   271,021   24,789,087

 

5.12 Election of Eugene B. Shanks, Jr. as director until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

393,634,098

  434,347   210,745   24,789,087

 

5.13 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

393,490,787

  579,436   208,967   24,789,087

 

5.14 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

393,587,707

  497,091   194,392   24,789,087

 

5.15 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

393,465,390

  610,978   202,822   24,789,087

 

5.16 Election of James M. Zimmerman as director until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

391,378,272

  2,713,361   187,557   24,789,087

 

4


6. Election of Evan G. Greenberg as the 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

315,826,697

  77,922,220   530,273   24,789,087

 

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

359,998,684

  34,040,241   240,265   24,789,087

 

7.2 Election of Mary Cirillo as Compensation Committee member until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

390,966,777

  3,067,651   244,762   24,789,087

 

7.3 Election of Robert M. Hernandez as Compensation Committee member until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

388,568,076

  5,472,191   238,923   24,789,087

 

7.4 Election of Robert W. Scully as Compensation Committee member until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

392,363,730

  1,681,144   234,316   24,789,087

 

7.5 Election of James M. Zimmerman as Compensation Committee member until the Company’s next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

392,352,159

  1,698,549   228,482   24,789,087

 

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

418,309,277

  311,806   447,194   0

 

9. Approval of the amended and restated Chubb Limited Employee Stock Purchase Plan

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

391,952,213

  1,997,292   329,685   24,789,087

 

5


10.1 Compensation of the Board of Directors until the next annual general meeting

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

391,958,890

  992,988   1,327,312   24,789,087

 

10.2 Compensation of Executive Management for the next calendar year

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

388,805,880

  4,151,326   1,321,984   24,789,087

 

11. Advisory vote to approve executive compensation under U.S. securities law requirements

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

376,590,427

  15,798,518   1,890,245   24,789,087

 

12. Advisory vote on frequency of submission of the advisory vote to approve executive compensation under U.S. securities law requirements

 

One Year

 

Two Years

 

Three Years

 

Shares Abstained

 

Broker Non-Votes

363,045,183

  1,396,151   28,273,887   1,563,969   24,789,087

After taking into account the results of agenda item 12, the Board of Directors determined that it shall be the Company’s policy to submit the compensation of its named executive officers to shareholders for a non-binding advisory vote annually, at least until the Company’s next annual general meeting at which an advisory vote on the frequency of the submission of the advisory vote to approve executive compensation under U.S. securities law requirements is conducted.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
Number

  

Description

10.1    Chubb Limited Employee Stock Purchase Plan incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 4, 2017

 

6


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.

 

CHUBB LIMITED
By:  

/s/ Joseph F. Wayland

  Joseph F. Wayland
  General Counsel

DATE: May 19, 2017

 


EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1    Chubb Limited Employee Stock Purchase Plan incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 4, 2017