Current Report Filing (8-k)
05 Januar 2022 - 03:17PM
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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): January 5, 2022
AXIS CAPITAL HOLDINGS LIMITED
(Exact Name Of Registrant As Specified In Charter)
Bermuda
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001-31721
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98-0395986
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(State of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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92 Pitts Bay Road
Pembroke, Bermuda HM 08
(Address of principal executive offices, including zip code)
(441) 496-2600
(Registrant's telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
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 Exchange Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common shares, par value $0.0125 per share
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AXS
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New York Stock Exchange
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Depositary
Shares, each representing a 1/100th interest in a 5.50% Series E preferred share
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AXS PRE
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New York Stock Exchange
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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. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On January 5, 2022, AXIS Capital Holdings Limited,
a Bermuda company (the “Company”), announced that Peter Wilson, Chief Executive Officer of AXIS Insurance, will be leaving
the Company effective December 31, 2022 timed to the completion of his employment agreement. Mr. Wilson will serve in his current role
until May 31, 2022 and will serve in a transitional role from June 1 until December 31, 2022. Vincent Tizzio will succeed Mr. Wilson as
Chief Executive Officer of AXIS Insurance effective June 1, 2022.
Under Mr. Wilson’s employment agreement,
a non-renewal of the agreement constitutes a termination without cause. Accordingly, upon completion of his contract and in connection
with Mr. Wilson’s execution of a general release of claims and continued compliance with the restrictive covenants in his employment
agreement, Mr. Wilson will receive the payments and benefits required in connection with the Company’s non-renewal of the employment
agreement, including the continued vesting of his outstanding equity awards that remain unvested as of his separation date.
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Item 7.01
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Regulation FD Disclosure
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On January 5, 2022, the Company issued a press
release announcing the leadership transition within the Insurance segment as described in this Form 8-K. A copy of the press release is
furnished herewith as Exhibit 99.1.
The information set forth under this Item 7.01,
including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated
by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing,
unless expressly incorporated by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Number
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Description of Document
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104
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Cover Page Interactive Data File (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.
Dated: January 5, 2022
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AXIS CAPITAL HOLDINGS LIMITED
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By:
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/s/ Conrad D. Brooks
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Conrad D. Brooks
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General Counsel
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