CHUBB LIMITED (NYSE:CB) 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 |
(e) At the Chubb Limited (Company) Annual General Meeting of
Shareholders (annual general meeting) held on May18, 2017, the
Companys shareholders approved the amended and restated Chubb
Limited Employee Stock Purchase Plan (ESPP). A more complete
description of the ESPP is contained in the Companys proxy
statement, as filed with the Securities and Exchange Commission
on April4, 2017 (Proxy Statement), under the heading Agenda
Item9: Approval of Amended and Restated Chubb Limited Employee
Stock Purchase Plan, which is incorporated herein by reference.
The description of the ESPP set forth in the Proxy Statement is
qualified in its entirety by reference to the complete text of
the ESPP, which is set forth in Annex A to the Proxy Statement
and is incorporated herein by reference as Exhibit 10.1 hereto.
| Item5.07 |
Submission of Matters to a Vote of Security Holders |
The Company convened its annual general meeting on May18, 2017 to
notice duly given. The agenda items submitted at the annual
general meeting were passed. 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 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 December31, 2016 |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
417,515,304 |
283,130 | 1,269,843 |
| 2.1 | Allocation of disposable profit |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
418,418,691 |
279,285 | 370,301 |
| 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 |
|||
|
417,976,813 |
737,650 | 353,814 |
| 3. | Discharge of the Board of Directors |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
391,265,658 |
1,787,568 | 412,040 | 24,789,087 |
The voting results for Agenda Item3 exclude shares held by the
Companys directors and executive officers, who are not permitted
by law to vote their shares on the discharge of the Board of
Directors.
| 4.1 |
Election of PricewaterhouseCoopers AG (Zurich) as the Companys statutory auditor for the year ending December31, 2017 |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
414,351,969 |
4,495,997 | 220,311 |
2
| 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 December31, 2017 |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
414,045,442 |
4,806,586 | 216,249 |
| 4.3 |
Election of BDO AG (Zurich) as special audit firm until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
417,983,458 |
815,486 | 269,333 |
| 5.1 |
Election of Evan G. Greenberg as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
388,313,495 |
5,652,231 | 313,464 | 24,789,087 |
| 5.2 |
Election of Robert M. Hernandez as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
385,473,157 |
8,597,962 | 208,071 | 24,789,087 |
| 5.3 |
Election of Michael G. Atieh as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
387,297,808 |
6,769,788 | 211,594 | 24,789,087 |
| 5.4 |
Election of Sheila P. Burke as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
393,440,677 |
654,166 | 184,347 | 24,789,087 |
| 5.5 |
Election of James I. Cash as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
393,079,343 |
1,000,271 | 199,576 | 24,789,087 |
| 5.6 |
Election of Mary Cirillo as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
390,518,333 |
3,492,401 | 268,456 | 24,789,087 |
| 5.7 |
Election of Michael P. Connors as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
361,572,414 |
32,501,824 | 204,952 | 24,789,087 |
3
| 5.8 |
Election of John A. Edwardson as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
393,675,898 |
392,214 | 211,078 | 24,789,087 |
| 5.9 |
Election of Leo F. Mullin as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
392,509,519 |
1,490,559 | 279,112 | 24,789,087 |
| 5.10 |
Election of Kimberly A. Ross as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
393,751,565 |
325,154 | 202,471 | 24,789,087 |
| 5.11 |
Election of Robert W. Scully as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
390,571,399 |
3,436,770 | 271,021 | 24,789,087 |
| 5.12 |
Election of Eugene B. Shanks, Jr. as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
393,634,098 |
434,347 | 210,745 | 24,789,087 |
| 5.13 |
Election of Theodore E. Shasta as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
393,490,787 |
579,436 | 208,967 | 24,789,087 |
| 5.14 |
Election of David H. Sidwell as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
393,587,707 |
497,091 | 194,392 | 24,789,087 |
| 5.15 |
Election of Olivier Steimer as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
393,465,390 |
610,978 | 202,822 | 24,789,087 |
| 5.16 |
Election of James M. Zimmerman as director until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
391,378,272 |
2,713,361 | 187,557 | 24,789,087 |
4
| 6. |
Election of Evan G. Greenberg as the Chairman of the Board of Directors until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
315,826,697 |
77,922,220 | 530,273 | 24,789,087 |
| 7.1 |
Election of Michael P. Connors as Compensation Committee member until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
359,998,684 |
34,040,241 | 240,265 | 24,789,087 |
| 7.2 |
Election of Mary Cirillo as Compensation Committee member until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
390,966,777 |
3,067,651 | 244,762 | 24,789,087 |
| 7.3 |
Election of Robert M. Hernandez as Compensation Committee member until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
388,568,076 |
5,472,191 | 238,923 | 24,789,087 |
| 7.4 |
Election of Robert W. Scully as Compensation Committee member until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
392,363,730 |
1,681,144 | 234,316 | 24,789,087 |
| 7.5 |
Election of James M. Zimmerman as Compensation Committee member until the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
392,352,159 |
1,698,549 | 228,482 | 24,789,087 |
| 8. |
Election of Homburger AG as independent proxy until the conclusion of the Companys next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
418,309,277 |
311,806 | 447,194 |
| 9. |
Approval of the amended and restated Chubb Limited Employee Stock Purchase Plan |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
391,952,213 |
1,997,292 | 329,685 | 24,789,087 |
5
| 10.1 |
Compensation of the Board of Directors until the next annual general meeting |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
391,958,890 |
992,988 | 1,327,312 | 24,789,087 |
| 10.2 |
Compensation of Executive Management for the next calendar year |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
388,805,880 |
4,151,326 | 1,321,984 | 24,789,087 |
| 11. |
Advisory vote to approve executive compensation under U.S. securities law requirements |
|
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes |
|||
|
376,590,427 |
15,798,518 | 1,890,245 | 24,789,087 |
| 12. |
Advisory vote on frequency of submission of the advisory vote to approve executive compensation under U.S. securities law requirements |
|
One Year |
Two Years |
Three Years |
Shares Abstained |
Broker Non-Votes |
||||
|
363,045,183 |
1,396,151 | 28,273,887 | 1,563,969 | 24,789,087 |
After taking into account the results of agenda item 12, the
Board of Directors determined that it shall be the Companys
policy to submit the compensation of its named executive officers
to shareholders for a non-binding advisory vote annually, at
least until the Companys next annual general meeting at which an
advisory vote on the frequency of the submission of the advisory
vote to approve executive compensation under U.S. securities law
requirements is conducted.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit Number |
Description |
|
| 10.1 |
Chubb Limited Employee Stock Purchase Plan incorporated by reference to Annex A of the Companys Definitive Proxy Statement on Schedule 14A filed with the SEC on April4, 2017 |
6
About CHUBB LIMITED (NYSE:CB)
Chubb Limited is a holding company. The Company, through its subsidiaries, provides a range of insurance and reinsurance products and services to clients around the world. Its segments include North America Commercial property and casualty (P&C) Insurance, North America Personal P&C Insurance, North America Agricultural Insurance, Overseas General Insurance, Global Reinsurance and Life Insurance. It offers commercial insurance products and service offerings, such as risk management programs, loss control, and engineering and complex claims management. It provides specialized insurance products to areas, such as aviation and energy. It also offers personal lines insurance coverage, including homeowners, automobile, valuables, umbrella liability and recreational marine products. In addition, it supplies personal accident, supplemental health and life insurance to individuals in select countries. CHUBB LIMITED (NYSE:CB) Recent Trading Information
CHUBB LIMITED (NYSE:CB) closed its last trading session up +0.77 at 138.56 with 1,798,172 shares trading hands.
