CHUBB LTD FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
At the
general meeting") held on
amendment to Article 6(a) of the Articles of Association to authorize the
Company's Board of Directors to increase the Company's share capital within two
years following the 2022 annual general meeting to a maximum amount equal to
4,830,000,000
connection therewith, the amendment limits or withdraws the shareholders'
pre-emptive rights in specified and limited circumstances, all as further
described in the Company's 2022 Proxy Statement under the heading "Agenda Item
9: Amendment to the Articles of Association Relating to Authorized Share Capital
for General Purposes" , which is incorporated herein by reference. The
Company's amended Articles of Association containing the amendment will become
effective upon registration with the
Zurich, Switzerland
approval by the Swiss Federal Commercial Register Office, the effective date of
such registration is expected to be on or about
A copy of the amended Articles of Association is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
At the Company's 2022 annual general meeting, the Company's shareholders also
prospectively approved an amendment to Article 3(a) of the Company's Articles of
Association in conjunction with their approval of a share capital reduction, all
as further described in the Company's Proxy Statement under the heading
"Agenda Item 10: Reduction of Share Capital" , which is incorporated herein
by reference. Subject to publication of three notices to creditors and a
subsequent two-month waiting period in accordance with Swiss law, and
registration with the
amended Article 3(a) of the Articles of Association will become effective. The
amended Articles of
reduction will be filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company convened its annual general meeting on
notice duly given. Agenda Items 1-12 submitted by the Company at the annual
general meeting were approved. With respect to the non-binding shareholder
proposals, Agenda Item 13 was rejected and Agenda Item 14 was approved. 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 2022 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 ofChubb Limited for the year endedDecember 31, 2021
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
379,298,800 147,921 988,376 0
2.1 Allocation of disposable profit
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
380,061,087 158,997 215,013 0
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
380,144,792 133,928 156,377 0 2
3. Discharge of the Board of Directors
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
352,500,463 3,216,918 1,618,446 22,640,952
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.
4.1 Election of
auditor for the year ending
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
363,363,520 16,944,899 126,678 0
4.2 Ratification of appointment of
independent registered public accounting firm for purposes ofU.S. securities law reporting for the year endingDecember 31, 2022
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
359,786,527 20,537,141 111,429 0
4.3 Election of
annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 379,883,612 414,811 136,674 0
5.1 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 328,874,295 28,440,477 479,373 22,640,952
5.2 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 340,821,647 16,815,587 156,911 22,640,952
5.3 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 341,353,384 16,279,646 161,115 22,640,952 3
5.4 Election of
meeting Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 357,040,104 615,226 138,815 22,640,952
5.5 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 354,523,078 3,130,175 140,892 22,640,952
5.6 Election of
meeting Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 327,098,923 30,552,119 143,103 22,640,952
5.7 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 354,582,552 3,057,485 154,108 22,640,952
5.8 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 352,769,895 4,873,998 150,252 22,640,952
5.9 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
349,922,601 7,717,683 153,861 22,640,952
5.10 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
353,823,323 3,817,180 153,642 22,640,952
5.11 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
341,275,575 16,334,322 184,248 22,640,952
5.12 Election of Luis Téllez as director until the Company's next annual general
meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
353,588,682 4,052,464 152,999 22,640,952 4
5.13 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 344,692,197 12,949,870 152,078 22,640,952
6. Election of
Company's next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
230,428,983 126,858,954 506,208 22,640,952
7.1 Election of
Company's next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 344,120,520 13,490,221 183,404 22,640,952
7.2 Election of
next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 337,288,820 20,345,788 159,537 22,640,952
7.3 Election of
Company's next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 344,035,378 13,591,892 166,875 22,640,952
8. Election of
Company's next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
380,000,184 193,484 241,429 0
9. Amendment to the Articles of Association relating to authorized share capital
for general purposes
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
365,572,098 14,621,702 241,297 0
10. Reduction of share capital
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
379,635,170 521,815 278,112 0
11.1 Compensation of the Board of Directors until the next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 355,618,270 1,259,461 916,414 22,640,952 5
11.2 Compensation of Executive Management for the next calendar year
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 343,710,093 13,154,338 929,714 22,640,952
12. Advisory vote to approve executive compensation under
requirements
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
333,917,973 23,632,372 243,800 22,640,952
13. Shareholder proposal regarding a policy restricting underwriting of new
fossil fuel supplies Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 68,481,227 284,798,068 4,514,850 22,640,952
14. Shareholder proposal regarding a report on greenhouse gas emissions
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 255,924,942 98,645,026 3,224,177 22,640,952
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 3.1 Articles ofAssociation of the Company as amended 4.1 Articles ofAssociation of the Company as amended (Incorporated by reference to Exhibit 3.1) 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) 6
GENWORTH FINANCIAL INC FILES (8-K) Disclosing Change in Directors or Principal Officers
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