AXIS CAPITAL HOLDINGS LIMITED (NYSE:AXS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May4, 2017, at the 2017 Annual General Meeting of Shareholders
of AXIS Capital Holdings Limited (the Company), the Companys
stockholders approved the Companys 2017 Long-Term Equity
Compensation Plan (the 2017 LTEP). The 2017 LTEP provides for an
initial share reserve of 3,400,000 shares of the Companys common
stock.
A description of the material terms of the 2017 LTEP was included
in the section entitled Proposal 5. Approval of our New 2017
Long-Term Equity Compensation Plan on pages 55-62 of the Companys
Definitive Proxy Statement on Schedule 14A, as filed with the
Securities and Exchange Commission on March29, 2017, and is
incorporated by reference herein. The description of the material
terms of the 2017 LTEP is not intended to be complete and is
qualified in its entirety by the full text of the 2017 LTEP, a
copy of which is attached as Exhibit 10.1 hereto.
| Item5.07 |
Submission of Matters to a Vote of Security Holders |
As discussed in Item 5.02 above, the Company held its Annual
General Meeting of Shareholders on May4, 2017. Shareholders were
asked to vote with respect to five proposals. Set forth below is
a brief description of each proposal voted upon at the annual
meeting and the results of voting on each proposal.
Proposal No. 1The election of the ClassII
Directors named below to serve until the 2020 Annual General
Meeting of Shareholders. There was no solicitation in opposition
to any of the nominees listed in the proxy statement and all of
the nominees were elected.
|
Director Name |
For |
Withheld |
Broker Non-Votes |
|||
|
Robert L. Friedman |
72,042,085 | 1,281,797 | 5,745,325 | |||
|
Cheryl-Ann Lister |
72,151,585 | 1,172,297 | 5,745,325 | |||
|
Thomas C. Ramey |
72,962,333 | 361,549 | 5,745,325 | |||
|
Wilhelm Zeller |
73,069,524 | 254,358 | 5,745,325 |
Proposal No. 2The shareholders approved, in a
non-binding vote, the compensation paid to our named executive
officers as set forth below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
71,307,380 |
1,983,444 | 33,058 | 5,745,325 |
Proposal No. 3The shareholders approved, in a
non-binding vote, that a shareholder vote to approve the
compensation of our named executive officers should occur
annually as set forth below:
|
1 Year |
2 Years |
3 Years |
Abstain |
BrokerNon-Votes |
||||
|
63,607,978 |
279,795 | 9,405,508 | 30,601 | 5,745,325 |
Proposal No. 4The shareholders approved the
appointment of Deloitte Ltd., Hamilton, Bermuda, to act as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2017 and to authorize the Board of
Directors, acting through the Audit Committee, to set the fees
for the independent registered public accounting firm as set
forth below.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
78,430,366 |
608,299 | 30,542 |
Proposal No. 5The shareholders adopted the 2017
LTEP as set forth below.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
69,859,701 |
3,438,444 | 25,737 | 5,745,325 |
Based upon the results in Proposal No.2 above, and consistent
with the recommendation of the Board of Directors, the Board has
determined that advisory votes on executive compensation will be
submitted to shareholders on an annual basis until the next
required vote on the frequency of such votes.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
|
ExhibitNo. |
Description |
|
| 10.1 |
AXIS Capital Holdings Limited 2017 Long-Term Equity Compensation Plan. |
|
| 99.1 |
The section entitled Proposal 5. Approval of our New 2017 Long-Term Equity Compensation Plan appearing on pages 55-62 of the Companys Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2017 is incorporated by reference herein. |
About AXIS CAPITAL HOLDINGS LIMITED (NYSE:AXS)
AXIS Capital Holdings Limited is a holding company for the AXIS group of companies. The Company provides a range of specialty (re)insurance, through subsidiaries and branch networks- based in Bermuda, the United States, Canada, Europe, Australia and Singapore. It operates in two segments: AXIS Insurance and AXIS Re. Its insurance segment operates through offices in Bermuda, the United States, Canada, Europe, Australia and Singapore and offers specialty insurance products to various markets. Its insurance segment’s offerings include property, marine, terrorism, aviation, professional lines, liability and accident and health. Its reinsurance segment operates through offices in Bermuda, the United States, Switzerland, Singapore, Brazil, and Canada. The reinsurance segment provides non-life reinsurance to insurance companies. Its reinsurance segment’s offering include catastrophe; property; professional lines; credit and surety; motor; liability; engineering, and agriculture. AXIS CAPITAL HOLDINGS LIMITED (NYSE:AXS) Recent Trading Information
AXIS CAPITAL HOLDINGS LIMITED (NYSE:AXS) closed its last trading session up +0.26 at 64.42 with 418,241 shares trading hands.