Chubb Ltd Files Proxy Statement for Annual Meeting

TL;DR

Chubb's proxy statement is out - time to vote on directors and company stuff.

AI Summary

Chubb Limited filed a Definitive Proxy Statement (DEFA14A) on April 15, 2024, for its annual meeting. The filing concerns the solicitation of proxies from shareholders regarding matters to be voted on at the meeting, including the election of directors and other corporate actions. Chubb Limited, formerly known as ACE Ltd, is an insurance company incorporated in Switzerland.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the annual meeting and provides information necessary to cast their votes on important company matters, including director elections.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual meeting, not indicating any unusual financial distress or significant operational changes.

Key Players & Entities

• Chubb Limited (company) — Registrant
• ACE Ltd (company) — Former company name
• 20240415 (date) — Filing date

FAQ

Filing Documents

• tm2411655d1_defa14a.htm (DEFA14A) — 58KB
• tm2411655d1_def14aimg001.jpg (GRAPHIC) — 2KB
• 0001104659-24-047263.txt ( ) — 62KB

1 Allocation

Item 2.1 Allocation of disposable profit PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to approve that the Company’s disposable profit (including the profit for the year and the other items as shown below and on Chubb Limited’s standalone financial statements) be carried forward. The following table shows the appropriation of available earnings as proposed by the Board of Directors for the year ended December 31, 2023: (in millions of Swiss francs) Balance brought forward 19,552 Profit for the year 3,058 Cancellation of treasury shares (2,518 ) Attribution to reserve for treasury shares 323 Balance carried forward 20,415

2 Distribution

Item 2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors proposes: (a) that an aggregate amount equal to CHF 2,300,000,000 be released from the capital contribution reserves account, a sub-account of legal reserves, and allocated to a segregated dividend reserve account from capital contribution reserves (Dividend Reserve), and (b) to distribute a dividend to the shareholders up to an aggregate amount totaling USD 3.64 per Common Share from, and limited at a maximum to the amount of, the Dividend Reserve in one or more installments, in such amounts and on such record and payment dates as determined by the Board of Directors in its discretion. If the Board of Directors deems it advisable for the Company, the Board of Directors shall be authorized to abstain (in whole or in part) from distributing a dividend in its discretion. The authorization of the Board of Directors to distribute the installments from the Dividend Reserve will expire on the date of the 2025 annual general meeting, on which date any balance remaining in the Dividend Reserve will be automatically reallocated to the capital contribution reserves account of legal reserves. ITEM 3 Discharge of the Board of Directors PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to discharge the Board of Directors for the financial year ended December 31, 2023. ITEM 4 Election of auditors

1 Election

Item 4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to elect PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2024.

2 Ratification

Item 4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to ratify the appointment of PricewaterhouseCoopers LLP (Philadelphia, Pennsylvania, United States) as the Company’s independent registered public accounting firm for the financial year ending December 31, 2024.

3 Election

Item 4.3 Election of BDO AG (Zurich) as special audit firm PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to elect BDO AG, Schiffbaustrasse 2, CH-8031 Zurich, Switzerland as the Company’s special audit firm until our next annual general meeting. ITEM 5 Election of the Board of Directors PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to elect each of the director nominees listed below individually to the Board of Directors until our next annual general meeting.

1 Election

Item 5.1 Election of Evan G. Greenberg

2 Election

Item 5.2 Election of Michael P. Connors

3 Election

Item 5.3 Election of Michael G. Atieh

4 Election

Item 5.4 Election of Nancy K. Buese

5 Election

Item 5.5 Election of Sheila P. Burke

6 Election

Item 5.6 Election of Nelson J. Chai

7 Election

Item 5.7 Election of Michael L. Corbat

8 Election

Item 5.8 Election of Robert J. Hugin

9 Election

Item 5.9 Election of Robert W. Scully

10 Election

Item 5.10 Election of Theodore E. Shasta

11 Election

Item 5.11 Election of David H. Sidwell

12 Election

Item 5.12 Election of Olivier Steimer

13 Election

Item 5.13 Election of Frances F. Townsend ITEM 6 Election of the Chairman of the Board of Directors PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to elect Evan G. Greenberg as Chairman of the Board of Directors until our next annual general meeting. ITEM 7 Election of the Compensation Committee of the Board of Directors PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to elect each of the director nominees Michael P. Connors, David H. Sidwell and Frances F. Townsend individually as members of the Compensation Committee until our next annual general meeting.

1 Election

Item 7.1 Election of Michael P. Connors

2 Election

Item 7.2 Election of David H. Sidwell

3 Election

Item 7.3 Election of Frances F. Townsend ITEM 8 Election of Homburger AG as independent proxy PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to elect Homburger AG as the Company’s independent proxy until the conclusion of our next annual general meeting. ITEM 9 Cancellation of repurchased shares PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to approve that: (i) the Company’s share capital be reduced by CHF 5,912,800 from CHF 215,725,793 to CHF 209,812,993; (ii) the capital reduction be effected by cancelling 11,825,600 registered shares with a nominal value of CHF 0.50 each, all of which are held in treasury; (iii) the aggregate reduction amount be booked against the minus portion for treasury shares on the Company’s Swiss statutory balance sheet; and (iv) the Board of Directors be authorized to adjust the share capital amount set forth in Article 3 of the Articles of Association. ITEM 10 Approval of a capital band for authorized share capital increases and reductions PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to approve an amendment of Article 6 of the Articles of Association as set out in the Company’s 2024 Proxy Statement relating to the Annual General Meeting to introduce a capital band, which would authorize the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 16, 2025. If approved, the amendment of the Articles of Association will become effective upon its registration in the Swiss commercial register. ITEM 11 Approval of the amended and restated Chubb Limited Employee Stock Purchase Plan PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to approve the amended and restated Chubb Limited Employee Stock Purchase Plan that is set forth in Annex A to the Company’s 2024 Proxy Statement relating to the

1 Maximum

Item 12.1 Maximum compensation of the Board of Directors until the next annual general meeting PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to approve a maximum total of USD 5.5 million in aggregate compensation for the members of the Board of Directors until the 2025 annual general meeting.

2 Maximum

Item 12.2 Maximum compensation of Executive Management for the 2025 calendar year PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to approve a maximum total of USD 72 million in aggregate compensation for the members of Executive Management for the next calendar year (2025).

3 Advisory

Item 12.3 Advisory vote to approve the Swiss compensation report PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to approve, on an advisory basis, the audited Swiss compensation report of Chubb Limited for the year ended December 31, 2023. The Swiss compensation report for the year ended December 31, 2023 is included in the Chubb Limited 2023 Annual Report, which is part of the proxy materials we have provided to shareholders, and is also available electronically at investors.chubb.com/governance/general-meeting-of-shareholders/default.aspx. ITEM 13 Advisory vote to approve executive compensation under U.S. securities law requirements PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC for the year ended December 31, 2023, including in the Compensation Discussion & Analysis, compensation tables and related material disclosed in the Company’s 2024 Proxy Statement relating to the Annual General Meeting. Our named executive officers are determined based on relevant compensation and applicable SEC rules. ITEM 14 Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2023 PROPOSAL OF THE BOARD OF DIRECTORS Our Board of Directors is asking shareholders to approve the Sustainability Report of Chubb Limited for the year ended December 31, 2023. The Sustainability Report is available at investors.chubb.com/financials/annual-reports/default.aspx, was prepared in accordance with the requirements of Article 964b of the Swiss Code of Obligations and made available in compliance with Swiss law. ITEM 15 Shareholder proposal on Scope 3 greenhouse gas emissions reporting SHAREHOLDER PROPOSAL As You Sow, as representative of As You Sow Foundation Fund and Warren Wilson College, and co-filer G

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View this DEFA14A filing on SEC EDGAR