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 17, 2023
Chubb Limited
(Exact name of registrant as specified in its charter)
| Switzerland | | 1-11778 | | 98-0091805 |
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| (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) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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| 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 |
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At the Chubb Limited (“Company”) Annual General Meeting of Shareholders (“annual general meeting”) held on May 17, 2023, the Company’s shareholders approved (i) amendments to various sections of the Company’s Articles of Association in connection with recent updates to Swiss corporate law relating to shareholder and Board authorities, procedures for convening general meetings and related shareholder rights, executive compensation requirements and limitations, and certain other matters, all as further described in the Company’s 2023 Proxy Statement under the heading "Agenda Item 9.1: Amendments Relating to Swiss Corporate Law Updates", incorporated herein by reference; and (ii) an amendment to the Articles of Association to extend the advance notice period within which shareholders must submit items for inclusion on a shareholder meeting agenda, from 45 days before the meeting to 90 days before the anniversary date of the prior year’s annual meeting, as further described in the Company’s 2023 Proxy Statement under the heading "Agenda Item 9.2: Amendment to Advance Notice Period", incorporated herein by reference.
At the Company’s 2023 annual general meeting, the Company’s shareholders also approved (i) a share capital reduction via cancellation of shares, as further described in the Company’s 2023 Proxy Statement under the heading "Agenda Item 10.1: Cancellation of Repurchased Shares", incorporated herein by reference; and (ii) a share capital reduction via a par value reduction of the Company’s common shares from CHF 24.15 per share to CHF 0.50 per share, as further described in the Company’s 2023 Proxy Statement under the heading "Agenda Item 10.2: Par Value Reduction", incorporated herein by reference. As discussed in the 2023 Proxy Statement under the respective agenda items, following the annual general meeting the Articles of Association have been amended to incorporate the aforementioned capital reductions.
A copy of the amended Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The amended Articles of Association 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 23, 2023.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
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The Company convened its annual general meeting on May 17, 2023, pursuant to notice duly given. Agenda Items 1-13 submitted by the Company at the annual general meeting were approved in accordance with the Board’s recommendations. With respect to the shareholder proposals, each of Agenda Items 14 and 15 were rejected. 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 2023 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, 2022 |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 364,309,343 | | 215,381 | | 1,111,626 | | 0 |
| 2.1 | Allocation of disposable profit |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 365,050,505 | | 230,965 | | 354,880 | | 0 |
| 2.2 | Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 365,147,513 | | 171,267 | | 317,570 | | 0 |
| 3. | Discharge of the Board of Directors |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 336,319,834 | | 1,450,346 | | 1,602,582 | | 26,019,147 |
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.
| 4.1 | Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the year ending December 31, 2023 |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 351,120,875 | | 14,221,396 | | 294,080 | | 0 |
| 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, 2023 |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 345,772,949 | | 19,562,636 | | 300,765 | | 0 |
| 4.3 | Election of BDO AG (Zurich) as special audit firm until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 364,815,259 | | 460,656 | | 360,435 | | 0 |
| 5.1 | Election of Evan G. Greenberg as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 319,727,780 | | 18,864,880 | | 1,024,543 | | 26,019,147 |
| 5.2 | Election of Michael P. Connors as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 240,066,650 | | 87,246,457 | | 12,304,096 | | 26,019,147 |
| 5.3 | Election of Michael G. Atieh as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 335,698,775 | | 3,600,476 | | 317,952 | | 26,019,147 |
| 5.4 | Election of Kathy Bonanno as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 337,039,448 | | 2,271,765 | | 305,990 | | 26,019,147 |
| 5.5 | Election of Nancy K. Buese as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 338,591,119 | | 725,234 | | 300,850 | | 26,019,147 |
| 5.6 | Election of Sheila P. Burke as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 337,739,035 | | 1,585,497 | | 292,671 | | 26,019,147 |
| 5.7 | Election of Michael L. Corbat as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 338,494,014 | | 807,691 | | 315,498 | | 26,019,147 |
| 5.8 | Election of Robert J. Hugin as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 337,794,393 | | 1,508,640 | | 314,170 | | 26,019,147 |
| 5.9 | Election of Robert W. Scully as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 335,316,624 | | 3,989,396 | | 311,183 | | 26,019,147 |
| 5.10 | Election of Theodore E. Shasta as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 332,085,287 | | 7,214,821 | | 317,095 | | 26,019,147 |
| 5.11 | Election of David H. Sidwell as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 335,822,375 | | 3,490,695 | | 304,133 | | 26,019,147 |
| 5.12 | Election of Olivier Steimer as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 336,529,765 | | 2,761,126 | | 326,312 | | 26,019,147 |
| 5.13 | Election of Frances F. Townsend as director until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 258,584,459 | | 80,097,306 | | 935,438 | | 26,019,147 |
| 6. | Election of Evan G. Greenberg as Chairman of the Board of Directors until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 256,896,303 | | 80,749,673 | | 1,971,227 | | 26,019,147 |
| 7.1 | Election of Michael P. Connors as Compensation Committee member until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 318,065,288 | | 21,231,797 | | 320,118 | | 26,019,147 |
| 7.2 | Election of David H. Sidwell as Compensation Committee member until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 336,542,969 | | 2,760,427 | | 313,807 | | 26,019,147 |
| 7.3 | Election of Frances F. Townsend as Compensation Committee member until the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 323,865,001 | | 15,423,954 | | 328,248 | | 26,019,147 |
| 8. | Election of Homburger AG as independent proxy until the conclusion of the Company’s next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 364,669,244 | | 223,701 | | 743,405 | | 0 |
| 9.1 | Amendment to the Articles of Association relating to Swiss corporate law updates |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 339,192,939 | | 109,597 | | 314,667 | | 26,019,147 |
| 9.2 | Amendment to advance notice period in the Company’s Articles of Association |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 336,338,994 | | 2,957,290 | | 320,919 | | 26,019,147 |
| 10.1 | Reduction of share capital via cancellation of repurchased shares |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 364,372,384 | | 890,291 | | 373,675 | | 0 |
| 10.2 | Reduction of share capital via par value reduction |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 364,337,175 | | 880,498 | | 418,677 | | 0 |
| 11.1 | Maximum compensation of the Board of Directors until the next annual general meeting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 337,665,204 | | 943,206 | | 1,008,793 | | 26,019,147 |
| | | | | | |
| 11.2 | Maximum compensation of Executive Management for the 2024 calendar year |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 329,332,502 | | 9,279,815 | | 1,004,886 | | 26,019,147 |
| 11.3 | Advisory vote to approve the Swiss compensation report |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 323,694,186 | | 15,242,693 | | 680,324 | | 26,019,147 |
| 12. | Advisory vote to approve executive compensation under U.S. securities law requirements |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 320,132,177 | | 18,797,155 | | 687,871 | | 26,019,147 |
| 13. | Advisory vote on the frequency of the U.S. securities law advisory vote on executive compensation |
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| 1 Year | | 2 Years | | 3 Years | | Shares Abstained | | Broker Non-Votes |
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| 335,187,414 | | 389,207 | | 3,732,370 | | 308,212 | | 26,019,147 |
After taking into account the results of Agenda Item 13, 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 U.S. securities law advisory vote on executive compensation is conducted.
| 14. | Shareholder proposal on greenhouse gas emissions targets |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 97,409,450 | | 239,296,264 | | 2,911,489 | | 26,019,147 |
| 15. | Shareholder proposal on human rights and underwriting |
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| Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
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| 55,553,933 | | 280,484,676 | | 3,578,594 | | 26,019,147 |
| Item 9.01. | Financial Statements and Exhibits |
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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.
| CHUBB LIMITED | |
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| By: | /s/ Joseph F. Wayland |
| | Joseph F. Wayland |
| | General Counsel |
DATE: May 17, 2023
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