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

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
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d)On February 21, 2019, the Board of Directors of AXIS Capital Holdings Limited (the “Company”), upon the recommendation of its Corporate Governance and Nominating Committee, appointed Ms. Lizabeth Zlatkus as a member of the Company’s Board of Directors and Audit and Finance Committees effective March 15, 2019. Ms. Zlatkus joins the Board as a Class II director. She will receive the respective pro-rata portion of the annual retainer for service on the Company’s Board and Audit and Finance Committees based on the number of days remaining in the current director compensation year at March 15, 2019. Ms. Zlatkus is not party to any transaction that is required to be reported to Item 404(a) of Regulation S-K.

(e)On February 20, 2019, the Company’s Compensation Committee approved changes to the Company’s Executive Long-Term Equity Compensation Program. The actions taken by the Committee are the result of a comprehensive review of the structure and design of the Company’s Executive Long-Term Equity Compensation Program and its alignment with the Company’s business objectives. Changes to the Company’s Executive Long-Term Equity Compensation Program include:

· eliminating the three-year performance look back used to determine the grant pool size for time vested restricted stock units (“RSUs”), so that equity awards granted to our named executive officers will be divided evenly between: (i) RSUs and (ii) performance-vesting awards (“PSUs”) and
· changing the performance metric for PSUs to relative total shareholder return from relative growth in diluted book value per share.

The foregoing description is a summary only and is qualified in its entirety by reference to the Executive Long-Term Equity Compensation Program, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

A copy of the press release issued on February 26, 2019 announcing Ms. Zlatkus’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act unless the Company expressly so incorporates such information by reference.

Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description of Document
10.1 Executive Long-Term Equity Compensation Program
99.1 Press release dated February 26, 2019

EXHIBIT INDEX

Exhibit
Number Description of Document
10.1 Executive Long-Term Equity Compensation Program
99.1 Press release dated February 26, 2019

AXIS CAPITAL HOLDINGS LTD Exhibit
EX-10.1 2 tv514620_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   AXIS CAPITAL HOLDINGS LIMITED   EXECUTIVE LONG-TERM EQUITY COMPENSATION PROGRAM   AXIS Capital Holdings Limited (the “Company”) has established the AXIS Capital Holdings Limited Executive Long-Term Equity Compensation Program (the “Program”) to enable eligible employees of the Company and its subsidiaries to share in the success of the Company through the grant of equity awards. The terms of the Program are as set forth herein.   1.Eligibility. Any Executive Committee Member who is employed by the Company or one of its subsidiaries shall be entitled to annual allocation from the equity pool (as defined in Section 2) and shall be a “Participant” in the Program.   2.Target Equity Allocation. Each Participant’s initial “Target Equity Allocation” shall be based on the Participant’s annual equity target value as set forth in their respective employment agreement,…
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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.

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