Chubb 8-K 2025-05-15

Filed 2025-05-16. 1 sections, 20K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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 15, 2025

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 0.50 per share	CB	New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 0.875% Senior Notes due 2027	CB/27	New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 1.55% Senior Notes due 2028	CB/28	New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 0.875% Senior Notes due 2029	CB/29A	New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 1.40% Senior Notes due 2031	CB/31	New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 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 (“AGM”) held on May 15, 2025, the Company’s shareholders approved an amendment of Article 6 of the Articles of Association to renew the Company’s capital band, which authorizes the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 15, 2026, and in connection therewith, limit or withdraw the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Company’s Proxy Statement, as filed with the Securities and Exchange Commission on April 1, 2025 (“Proxy Statement”), under the heading “Agenda Item 9: Renewal of a capital band for authorized share capital increases and reductions,” which is incorporated herein by reference.

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

Item 5.07	Submission of Matters to a Vote of Security Holders

The Company convened its AGM on May 15, 2025, pursuant to notice duly given. Agenda Items 1-12 submitted by the Company at the annual general meeting were approved in accordance with the Board’s recommendations. The shareholder proposal, Agenda Item 13, was 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 2025 Proxy Statement under the heading “What vote is required to approve each agenda item?”.

	1.	Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2024

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
356,452,390				566,689				970,647				0

	2.1	Allocation of disposable profit

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
357,449,819				176,634				363,273				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
357,539,109				151,360				299,257				0

	3.	Discharge of the Board of Directors

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
328,006,797				1,948,574				976,068				27,048,017

	4.1	Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2025

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
342,782,482				14,925,543				281,701				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 financial year ending December 31, 2025

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
338,649,904				19,060,773				279,049				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
357,030,817				646,732				312,177				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
	314,468,240				16,172,344				301,125				27,048,017

	5.2	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
309,105,154				21,529,167				307,388				27,048,017

	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
317,795,932				12,837,296				308,481				27,048,017

	5.4	Election of Nancy K. Buese as director until the Company’s next annual general meeting

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
328,671,190				1,988,922				281,597				27,048,017

	5.5	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
328,726,023				1,944,642				271,044				27,048,017

	5.6	Election of Nelson J. Chai as director until the Company’s next annual general meeting

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
328,824,132				1,837,168				280,409				27,048,017

	5.7	Election of Michael L. Corbat as director until the Company’s next annual general meeting

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
317,820,219				12,843,593				277,897				27,048,017

	5.8	Election of Fred Hu as director until the Company’s next annual general meeting

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
323,545,765				7,119,803				276,141				27,048,017

	5.9	Election 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
328,881,623				1,780,776				279,310				27,048,017

	5.10	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
319,366,457				11,300,873				274,379				27,048,017

	5.11	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
318,118,845				12,543,629				279,235				27,048,017

	5.12	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
274,302,689				56,123,467				515,553				27,048,017

	5.13	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
321,236,304				9,415,076				290,329				27,048,017

	5.14	Election 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
314,772,508				15,727,033				442,168				27,048,017

	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
255,656,290				74,664,555				620,864				27,048,017

	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
314,531,706				16,080,228				329,775				27,048,017

	7.2	Election of Michael L. Corbat as Compensation Committee member until the Company’s next annual general meeting

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
324,521,832				6,090,644				329,233				27,048,017

	7.3	Election of David H. Sidwell as Compensation Committee member until the Company’s next annual general meeting

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
289,043,834				41,335,388				562,487				27,048,017

	7.4	Election 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
317,383,717				13,219,959				338,033				27,048,017

	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
357,477,665				148,898				363,163				0

	9.	Renewal of a capital band for authorized share capital increases and reductions

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
345,823,119				11,815,955				350,652				0

	10.1	Maximum compensation of the Board of Directors until the next annual general meeting

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
329,032,777				962,388				946,544				27,048,017

	10.2	Maximum compensation of Executive Management for the 2026 calendar year

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
321,498,060				8,492,532				951,117				27,048,017

	10.3	Advisory vote to approve the Swiss compensation report

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
315,536,020				15,001,238				404,451				27,048,017

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

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
315,166,639				15,403,826				371,244				27,048,017

	12.	Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2024

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
355,456,450				1,632,565				900,711				0

	13.	Shareholder proposal on Scope 3 greenhouse gas emissions reporting

Shares Voted For			Shares Voted Against				Shares Abstained				Broker Non-Votes
45,779,040				282,479,933				2,682,736				27,048,017

	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)

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 16, 2025