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
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
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
subsequent approval by the Swiss Federal Commercial Register Office, the
effective date of such registration is expected to be on or about
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 1-13 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?".
1. Approval of the management report, standalone financial statements and
consolidated financial statements ofChubb Limited for the year endedDecember 31, 2022
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
364,309,343 215,381 1,111,626 0
2.1 Allocation of disposable profit
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
365,050,505 230,965 354,880 0
2
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
365,147,513 171,267 317,570 0
3. Discharge of the Board of Directors
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
336,319,834 1,450,346 1,602,582 26,019,147
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
351,120,875 14,221,396 294,080 0
4.2 Ratification of appointment of
independent registered public accounting firm for purposes ofU.S. securities law reporting for the year endingDecember 31, 2023
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
345,772,949 19,562,636 300,765 0
4.3 Election of
annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 364,815,259 460,656 360,435 0
5.1 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 319,727,780 18,864,880 1,024,543 26,019,147
5.2 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 240,066,650 87,246,457 12,304,096 26,019,147
5.3 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
335,698,775 3,600,476 317,952 26,019,147
3
5.4 Election of
meeting Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 337,039,448 2,271,765 305,990 26,019,147
5.5 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 338,591,119 725,234 300,850 26,019,147
5.6 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 337,739,035 1,585,497 292,671 26,019,147
5.7 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 338,494,014 807,691 315,498 26,019,147
5.8 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 337,794,393 1,508,640 314,170 26,019,147
5.9 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
335,316,624 3,989,396 311,183 26,019,147
5.10 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
332,085,287 7,214,821 317,095 26,019,147
5.11 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
335,822,375 3,490,695 304,133 26,019,147
4
5.12 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
336,529,765 2,761,126 326,312 26,019,147
5.13 Election of
general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 258,584,459 80,097,306 935,438 26,019,147
6. Election of
Company's next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
256,896,303 80,749,673 1,971,227 26,019,147
7.1 Election of
Company's next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 318,065,288 21,231,797 320,118 26,019,147
7.2 Election of
Company's next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 336,542,969 2,760,427 313,807 26,019,147
7.3 Election of
Company's next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 323,865,001 15,423,954 328,248 26,019,147
8. Election of
Company's next annual general meeting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
364,669,244 223,701 743,405 0
9.1 Amendment to the Articles of Association relating to Swiss corporate law
updates
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
339,192,939 109,597 314,667 26,019,147
5
9.2 Amendment to advance notice period in the Company's Articles of Association
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
336,338,994 2,957,290 320,919 26,019,147
10.1 Reduction of share capital via cancellation of repurchased shares
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 364,372,384 890,291 373,675 0
10.2 Reduction of share capital via par value reduction
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 364,337,175 880,498 418,677 0
11.1 Maximum compensation of the Board of Directors until the next annual general
meeting Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 337,665,204 943,206 1,008,793 26,019,147
11.2 Maximum compensation of Executive Management for the 2024 calendar year
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 329,332,502 9,279,815 1,004,886 26,019,147
11.3 Advisory vote to approve the Swiss compensation report
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 323,694,186 15,242,693 680,324 26,019,147
12. Advisory vote to approve executive compensation under
requirements
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes
320,132,177 18,797,155 687,871 26,019,147
13. Advisory vote on the frequency of the
executive compensation
1 Year 2 Years 3 Years Shares Abstained Broker Non-Votes
335,187,414 389,207 3,732,370 308,212 26,019,147
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
executive compensation is conducted.
6
14. Shareholder proposal on greenhouse gas emissions targets
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 97,409,450 239,296,264 2,911,489 26,019,147
15. Shareholder proposal on human rights and underwriting
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 55,553,933 280,484,676 3,578,594 26,019,147
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) 7
Chubb Limited Shareholders Approve 30th Consecutive Annual Dividend Increase; Chubb Limited Board Declares Record Date for First Dividend Installment
Certificate of Incorporation/Bylaws – Form 8-K
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