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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 19, 2022

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)  

Name of each exchange on which

registered 

Common Shares, par value CHF 24.15 per share   CB   New York Stock Exchange
Guarantee of Chubb INA Holdings Inc. 0.30% Senior Notes due 2024   CB/24A   New York Stock Exchange
Guarantee of Chubb INA Holdings Inc. 0.875% Senior Notes due 2027   CB/27   New York Stock Exchange
Guarantee of Chubb INA Holdings Inc. 1.55% Senior Notes due 2028   CB/28   New York Stock Exchange
Guarantee of Chubb INA Holdings Inc. 0.875% Senior Notes due 2029   CB/29A   New York Stock Exchange
Guarantee of Chubb INA Holdings Inc. 1.40% Senior Notes due 2031   CB/31   New York Stock Exchange
Guarantee of Chubb INA Holdings Inc. 2.50% Senior Notes due 2038   CB/38A   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 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

At the Chubb Limited (“Company”) Annual General Meeting of Shareholders (“annual general meeting”) held on May 19, 2022, the Company’s shareholders approved an amendment to Article 6(a) of the Articles of Association to authorize the Company’s Board of Directors to increase the Company’s share capital within two years following the 2022 annual general meeting to a maximum amount equal to CHF 4,830,000,000, which amount would be divided into 200,000,000 shares. In connection therewith, the amendment limits or withdraws the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Company’s 2022 Proxy Statement under the heading "Agenda Item 9: Amendment to the Articles of Association Relating to Authorized Share Capital for General Purposes", which is incorporated herein by reference. The Company’s amended Articles of Association containing the amendment will become effective upon registration with the Commercial Register of the Canton of Zurich, Switzerland (“Swiss Commercial Register”). 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 24, 2022.

 

A copy of the amended Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

At the Company’s 2022 annual general meeting, the Company’s shareholders also prospectively approved an amendment to Article 3(a) of the Company’s Articles of Association in conjunction with their approval of a share capital reduction, all as further described in the Company’s Proxy Statement under the heading “Agenda Item 10: Reduction of Share Capital”, which is incorporated herein by reference. Subject to publication of three notices to creditors and a subsequent two-month waiting period in accordance with Swiss law, and registration with the Swiss Commercial Register, the share capital reduction and amended Article 3(a) of the Articles of Association will become effective. The amended Articles of Association of the Company reflecting the share capital reduction will be filed with the SEC upon effectiveness.  

 

Item 5.07       Submission of Matters to a Vote of Security Holders

 

The Company convened its annual general meeting on May 19, 2022, pursuant to notice duly given. Agenda Items 1-12 submitted by the Company at the annual general meeting were approved. With respect to the non-binding shareholder proposals, Agenda Item 13 was rejected and Agenda Item 14 was approved. 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 2022 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, 2021

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
379,298,800  147,921  988,376  0

 

2.1Allocation of disposable profit

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
380,061,087  158,997  215,013  0

 

2.2Distribution 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
380,144,792  133,928  156,377  0

 

2 

 

 

3.Discharge of the Board of Directors

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
352,500,463  3,216,918  1,618,446  22,640,952

 

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.

 

4.1Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the year ending December 31, 2022

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
363,363,520  16,944,899  126,678  0

 

4.2Ratification 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, 2022

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
359,786,527  20,537,141  111,429  0

 

4.3Election 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
379,883,612  414,811  136,674  0

 

5.1Election 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
328,874,295  28,440,477  479,373  22,640,952

 

5.2Election 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
340,821,647  16,815,587  156,911  22,640,952

 

5.3Election 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
341,353,384  16,279,646  161,115  22,640,952

 

3 

 

 

5.4Election of Kathy Bonanno as director until the Company’s next annual general meeting

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
357,040,104  615,226  138,815  22,640,952

 

5.5Election 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
354,523,078  3,130,175  140,892  22,640,952

 

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

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
327,098,923  30,552,119  143,103  22,640,952

 

5.7Election 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
354,582,552  3,057,485  154,108  22,640,952

 

5.8Election 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
352,769,895  4,873,998  150,252  22,640,952

 

5.9Election 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
349,922,601  7,717,683  153,861  22,640,952

 

5.10Election 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
353,823,323  3,817,180  153,642  22,640,952

 

5.11Election of Olivier Steimer as director until the Company’s next annual general meeting

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
341,275,575  16,334,322  184,248  22,640,952

 

5.12Election of Luis Téllez as director until the Company’s next annual general meeting

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
353,588,682  4,052,464  152,999  22,640,952

 

4 

 

 

5.13Election 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
344,692,197  12,949,870  152,078  22,640,952

 

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
230,428,983  126,858,954  506,208  22,640,952

 

7.1Election 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
344,120,520  13,490,221  183,404  22,640,952

 

7.2Election 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
337,288,820  20,345,788  159,537  22,640,952

 

7.3Election 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
344,035,378  13,591,892  166,875  22,640,952

 

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
380,000,184  193,484  241,429  0

 

9.Amendment to the Articles of Association relating to authorized share capital for general purposes

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
365,572,098  14,621,702  241,297  0

 

10.Reduction of share capital

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
379,635,170  521,815  278,112  0

 

11.1Compensation of the Board of Directors until the next annual general meeting

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
355,618,270  1,259,461  916,414  22,640,952

 

5 

 

 

11.2Compensation of Executive Management for the next calendar year

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
343,710,093  13,154,338  929,714  22,640,952

 

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

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
333,917,973  23,632,372  243,800  22,640,952

 

13.Shareholder proposal regarding a policy restricting underwriting of new fossil fuel supplies

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
68,481,227  284,798,068  4,514,850  22,640,952

 

14.Shareholder proposal regarding a report on greenhouse gas emissions

 

Shares Voted For  Shares Voted Against  Shares Abstained  Broker Non-Votes
255,924,942  98,645,026  3,224,177  22,640,952

 

 

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)
     
  104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

 

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 hereunto duly authorized.

 

  CHUBB LIMITED
   
   
  By:   /s/ Joseph F. Wayland
    Joseph F. Wayland
    General Counsel

 

DATE: May 20, 2022

 

7 

 

 

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