Certificate of Incorporation/Bylaws – 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 17, 2023

Chubb Limited

(Exact name of registrant as specified in its charter)

Baerengasse 32

CH-8001Zurich, Switzerland

(Address of principal executive offices)

Registrant's telephone number, including area code: +41 (0)43456 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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

At the Chubb Limited ("Company") Annual General Meeting of Shareholders ("annual general meeting") held on May 17, 2023, the Company's shareholders approved (i) amendments to various sections of the Company's Articles of Association in connection with recent updates to Swiss corporate law relating to shareholder and Board authorities, procedures for convening general meetings and related shareholder rights, executive compensation requirements and limitations, and certain other matters, all as further described in the Company's 2023 Proxy Statement under the heading "Agenda Item 9.1: Amendments Relating to Swiss Corporate Law Updates", incorporated herein by reference; and (ii) an amendment to the Articles of Association to extend the advance notice period within which shareholders must submit items for inclusion on a shareholder meeting agenda, from 45 days before the meeting to 90 days before the anniversary date of the prior year's annual meeting, as further described in the Company's 2023 Proxy Statement under the heading "Agenda Item 9.2: Amendment to Advance Notice Period", incorporated herein by reference.

At the Company's 2023 annual general meeting, the Company's shareholders also approved (i) a share capital reduction via cancellation of shares, as further described in the Company's 2023 Proxy Statement under the heading "Agenda Item 10.1: Cancellation of Repurchased Shares", incorporated herein by reference; and (ii) a share capital reduction via a par value reduction of the Company's common shares from CHF 24.15 per share to CHF 0.50 per share, as further described in the Company's 2023 Proxy Statement under the heading "Agenda Item 10.2: Par Value Reduction", incorporated herein by reference. As discussed in the 2023 Proxy Statement under the respective agenda items, following the annual general meeting the Articles of Association have been amended to incorporate the aforementioned capital reductions.

A copy of the amended Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The amended Articles of Association will become effective upon registration with the Commercial Register of the Canton of Zurich, Switzerland ("Swiss Commercial Register"). Subject to the subsequent approval by the Swiss Federal Commercial Register Office, the effective date of such registration is expected to be on or about May 23, 2023.

The Company convened its annual general meeting on May 17, 2023, pursuant to notice duly given. Agenda Items 1-13 submitted by the Company at the annual general meeting were approved in accordance with the Board's recommendations. With respect to the shareholder proposals, each of Agenda Items 14 and 15 were 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 2023 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?".

The voting results for Agenda Item 3 exclude shares held by the Company's directors, nominees and executive officers, who are not permitted by Swiss law to vote their shares on the discharge of the Board of Directors.

After taking into account the results of Agenda Item 13, the Board of Directors determined that it shall be the Company's policy to submit the compensation of its named executive officers to shareholders for a non-binding advisory vote annually, at least until the Company's next annual general meeting at which an advisory vote on the frequency of the U.S. securities law advisory vote on executive compensation is conducted.

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.

DATE: May 17, 2023

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Chubb Limited published this content on 17 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2023 20:27:27 UTC.