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): June 21, 2017

 


 

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

(Exact Name of Registrant as Specified in Charter)

 


 

Switzerland

 

001-32938

 

98-0681223

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

Gubelstrasse 24

Park Tower, 15th Floor

6300 Zug, Switzerland

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: 41-41-768-1080

 


 

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:

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

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. o

 

 

 



 

Item 5.07.     Submission of Matters to a Vote of Security Holders.

 

Allied World Assurance Company Holdings, AG (the “Company”) held its 2017 Annual General Meeting of Shareholders on June 21, 2017 (the “2017 Annual Shareholder Meeting”).  At the 2017 Annual Shareholder Meeting, the Company’s shareholders considered the following proposals, each of which is described in greater detail in the Company’s definitive proxy statement dated May 26, 2017.

 

Proposal 1             Election of Directors

 

The Company’s shareholders elected the following directors to hold office until the Company’s Annual Shareholder Meeting in 2018:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Barbara T. Alexander

 

53,144,835

 

78,884

 

1,074,474

 

10,072,835

Scott A. Carmilani

 

53,870,576

 

398,692

 

28,925

 

10,072,835

Bart Friedman

 

52,299,917

 

924,289

 

1,073,987

 

10,072,835

Patricia L. Guinn

 

54,037,125

 

230,556

 

30,512

 

10,072,835

Fiona E. Luck

 

53,144,255

 

79,411

 

1,074,527

 

10,072,835

Patrick de Saint-Aignan

 

53,145,022

 

78,308

 

1,074,863

 

10,072,835

Eric S. Schwartz

 

53,145,399

 

77,931

 

1,074,863

 

10,072,835

Samuel J. Weinhoff

 

52,901,416

 

323,944

 

1,072,833

 

10,072,835

 

Proposal 2             Election of Chairman of the Board

 

The Company’s shareholders elected Scott A. Carmilani as the Chairman of the Board to hold office until the Company’s Annual Shareholder Meeting in 2018.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

43,382,572

 

10,886,578

 

29,043

 

10,072,835

 

Proposal 3             Election of Compensation Committee Members

 

The Company’s shareholders elected the following directors as members of the Compensation Committee of the Board to serve until the Company’s Annual Shareholder Meeting in 2018:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Barbara T. Alexander

 

54,260,734

 

5,217

 

32,242

 

10,072,835

Bart Friedman

 

53,908,664

 

356,740

 

32,789

 

10,072,835

Fiona E. Luck

 

54,260,313

 

5,585

 

32,295

 

10,072,835

Patrick de Saint-Aignan

 

54,260,773

 

4,878

 

32,542

 

10,072,835

Eric S. Schwartz

 

54,261,733

 

3,868

 

32,592

 

10,072,835

Samuel J. Weinhoff

 

54,192,486

 

75,144

 

30,563

 

10,072,835

 

Proposal 4             Election of the Independent Proxy

 

The Company’s shareholders elected Buis Buergi AG as the independent proxy to serve until the conclusion of the Company’s Annual Shareholder Meeting in 2018.

 

For

 

Against

 

Abstain

64,307,166

 

34,347

 

29,515

 

2



 

Proposal 5             Advisory Vote on Named Executive Officer Compensation

 

The Company’s shareholders approved an advisory vote on the Company’s named executive officer compensation.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

42,183,407

 

11,019,235

 

1,095,551

 

10,072,835

 

Proposal 6             Advisory Vote on the Frequency of Shareholder Vote on Named Executive Officer Compensation

 

The Company’s shareholders approved an advisory vote on the frequency of the shareholder vote on the Company’s named executive officer compensation.

 

Every
Year

 

Every Two
Years

 

Every Three
Years

 

Abstain

 

Broker
Non-Votes

53,630,611

 

506,812

 

132,054

 

28,716

 

10,072,835

 

Proposal 7             Approval of the Company’s Annual Report and Financial Statements

 

The Company’s shareholders approved the Company’s 2016 Annual Report and its consolidated financial statements and audited statutory financial statements for the year ended December 31, 2016.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

54,059,871

 

5,020

 

233,302

 

10,072,835

 

Proposal 8                                       Approval of Retention of Disposable Profits

 

The Company’s shareholders approved the retention of disposable profits.

 

For

 

Against

 

Abstain

64,245,614

 

86,972

 

38,442

 

Proposal 9             Election of Auditors

 

The Company’s shareholders elected Deloitte & Touche LLP as the Company’s independent auditor and Deloitte AG as the Company’s statutory auditor, each to serve until the Company’s Annual Shareholder Meeting in 2018.

 

For

 

Against

 

Abstain

64,328,278

 

13,487

 

29,263

 

Proposal 10           Election of Special Auditor

 

The Company’s shareholders elected PricewaterhouseCoopers AG as the Company’s special auditor to serve until the Company’s Annual Shareholder Meeting in 2017.

 

For

 

Against

 

Abstain

64,332,108

 

9,955

 

28,965

 

3



 

Proposal 11           Approval of Granting a Discharge

 

The Company’s shareholders approved a discharge to the Company’s board of directors and executive officers from liabilities for their actions during the year ended December 31, 2016.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

53,979,893

 

81,995

 

236,305

 

10,072,835

 

4



 

SIGNATURE

 

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.

 

 

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

 

 

 

 

Dated: June 21, 2017

By:

/s/ Wesley D. Dupont

 

Name:

Wesley D. Dupont

 

Title:

Executive Vice President & General Counsel

 

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