2023 Chubb Proxy Statement - Insurance News | InsuranceNewsNet

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April 4, 2023 Newswires
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2023 Chubb Proxy Statement

U.S. Regulated Equity Markets (Alternative Disclosure) via PUBT

Notice of Chubb Limited 2023 Annual General Meeting of Shareholders

Date and Time

Place

Record Date

Proxy Mailing Date

May 17, 2023, 2:45 p.m.

Chubb Limited

March 24, 2023, except

On or about April 5, 2023

Central European Time

Bärengasse 32

as provided in "Who is

CH-8001, Zurich

entitled to vote?" in this

Switzerland

proxy statement

Agenda

  • Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2022
  • Allocation of disposable profit and distribution of a dividend from reserves
    1. Allocation of disposable profit
    2. Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)
  • Discharge of the Board of Directors
  • Election of Auditors
    1. Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor
    2. Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting
    3. Election of BDO AG (Zurich) as special audit firm
  • Election of the Board of Directors
  • Election of the Chairman of the Board of Directors
  • Election of the Compensation Committee of the Board of Directors
  • Election of Homburger AG as independent proxy
  • Amendments to the Articles of Association
    1. Amendments relating to Swiss corporate law updates
    2. Amendment to advance notice period

10 Reduction of share capital

  1. Cancellation of repurchased shares
  2. Par value reduction
  1. Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements
    1. Maximum compensation of the Board of Directors until the next annual general meeting
    2. Maximum compensation of Executive Management for the 2024 calendar year
    3. Advisory vote to approve the Swiss compensation report
  2. Advisory vote to approve executive compensation under U.S. securities law requirements
  3. Advisory vote on the frequency of the U.S. securities law advisory vote on executive compensation
  4. Shareholder proposal on greenhouse gas emissions targets, if properly presented
  5. Shareholder proposal on human rights and underwriting, if properly presented

Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April 5, 2023, a Notice of Internet Availability of Proxy Materials providing instructions on how to access the proxy materials and our Annual Report on the Internet, and if they prefer, how to request paper copies of these materials.

See "Information About the Annual General Meeting and Voting" in this proxy statement for further information, including how to vote your shares. If you plan to attend the meeting, you must request an admission ticket by following the instructions in this proxy statement by May 7, 2023.

By Order of the Board of Directors,

Joseph F. Wayland

Executive Vice President, General Counsel and Secretary

April 3, 2023

Zurich, Switzerland

Your vote is important. Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials.

Chubb encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs. If you are a shareholder of record, visit www.envisionreports.com/CB for instructions. If you are a beneficial owner, visit www.proxyvote.com or contact your bank, broker or other nominee.

Table of Contents

Proxy Summary

2

Agenda Item 1: Approval of the Management Report, Standalone

Financial Statements and Consolidated Financial Statements of Chubb

Limited for the Year Ended December 31, 2022

14

Agenda Item 2: Allocation of Disposable Profit and Distribution of a

Dividend out of Legal Reserves (by Way of Release and Allocation to a

Dividend Reserve)

15

Agenda Item 3: Discharge of the Board of Directors

18

Agenda Item 4: Election of Auditors

19

Agenda Item 5: Election of the Board of Directors

22

Agenda Item 6: Election of the Chairman of the Board of Directors

29

Agenda Item 7: Election of the Compensation Committee of the Board

of Directors

31

Agenda Item 8: Election of Homburger AG as Independent Proxy

32

Agenda Item 9: Amendments to the Articles of Association

33

Agenda Item 10: Reduction of Share Capital

37

Agenda Item 11: Approval of the Compensation of the Board of

Directors and Executive Management under Swiss Law Requirements

41

Agenda Item 12: Advisory Vote to Approve Executive Compensation

under U.S. Securities Law Requirements

49

Agenda Item 13: Advisory Vote on the Frequency of the U.S. Securities

Law Advisory Vote on Executive Compensation

51

Agenda Item 14: Shareholder Proposal on Greenhouse Gas

Emissions Targets

52

Agenda Item 15: Shareholder Proposal on Human Rights and

Underwriting

56

Corporate Governance

59

Overview

59

Our Corporate Governance Framework

60

Governance Practices and Policies that Guide Our Actions

62

Climate Change: Governance, Progress and Engagement

64

Citizenship at Chubb

67

The Board of Directors

69

Board Leadership Structure

71

The Committees of the Board

73

Board Oversight of Our Independent Advisors

75

Board Oversight of Risk and Risk Management

76

What Is Our Related Party Transactions Approval Policy and What

Procedures Do We Use To Implement It?

78

What Related Party Transactions Do We Have?

79

Director Compensation

82

Information About Our Share Ownership

85

How Many Shares Do Our Directors, Nominees and

SEC Executive Officers Own?

85

Which Shareholders Own More Than 5% of Our Shares?

86

Compensation Committee Report

87

Executive Compensation

88

Compensation Discussion & Analysis

88

CD&A Table of Contents

88

Executive Summary

89

The Relationship of Compensation to Risk

100

Summary Compensation Table

114

Employment Arrangements

115

Employee Stock Purchase Plan

116

Indemnification Agreements

116

Grants of Plan-Based Awards

117

Outstanding Equity Awards at Fiscal Year End

118

Option Exercises and Stock Vested

120

Pension Benefits

121

Nonqualified Deferred Compensation

122

Potential Payments upon Termination or Change in Control

124

U.S. SEC Pay Versus Performance Disclosure

128

Median Employee Pay Ratio

132

Audit Committee Report

133

Information About the Annual General Meeting and Voting

136

Shareholder Submitted Agenda Items for an Annual General Meeting

142

Non-GAAP Financial Measures

143

Annex A: Amendments to Articles of Association Proposed in

Agenda Item 9.1

A-1

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Chubb Limited published this content on 04 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2023 17:53:54 UTC.

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