Chubb Ltd. Files 8-K on Director, Officer, and Corporate Changes

TL;DR

Chubb's 8-K is out: new directors, officers, and corporate rule changes filed May 16.

AI Summary

Chubb Ltd. filed an 8-K on May 16, 2024, reporting on several key corporate events. These include the departure and election of directors, appointment of officers, and changes to compensatory arrangements. The filing also covers amendments to articles of incorporation or bylaws, changes in fiscal year, and the submission of matters to a vote of security holders. Additionally, it includes financial statements and exhibits.

Why It Matters

This filing provides crucial updates on Chubb's corporate governance and leadership, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing is routine corporate disclosure and does not indicate any immediate financial distress or significant negative events.

Key Players & Entities

• Chubb Ltd. (company) — Filer of the 8-K
• 0001104659-24-062549 (filing_id) — Accession number for the 8-K filing
• 20240516 (date) — Filing date and period of report

FAQ

Filing Documents

• tm2414646d1_8k.htm (8-K) — 155KB
• tm2414646d1_ex3-1.htm (EX-3.1) — 331KB
• tm2414646d1_ex10-1.htm (EX-10.1) — 59KB
• 0001104659-24-062549.txt ( ) — 866KB
• cb-20240516.xsd (EX-101.SCH) — 4KB
• cb-20240516_def.xml (EX-101.DEF) — 28KB
• cb-20240516_lab.xml (EX-101.LAB) — 39KB
• cb-20240516_pre.xml (EX-101.PRE) — 27KB
• tm2414646d1_8k_htm.xml (XML) — 11KB

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year At the annual general meeting, the Company's shareholders also approved (i) a share capital reduction via cancellation of shares, as further described in the Proxy Statement under the heading "Agenda

: Cancellation of Repurchased Shares," incorporated herein by reference; and

Item 9: Cancellation of Repurchased Shares," incorporated herein by reference; and (ii) an amendment to Article 6 of the Articles of Association to authorize the Company's Board of Directors to introduce a capital band, which authorizes 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, and in connection therewith, limit or withdraw the shareholders' pre-emptive rights in specified and limited circumstances, all as further described in the Proxy Statement under the heading "Agenda

: Approval of a Capital Band for Authorized Share Capital Increases and Reductions," which is incorporated herein

Item 10: Approval of a Capital Band for Authorized Share Capital Increases and Reductions," which is incorporated herein by reference. A copy of the amended Articles of Association reflecting the capital reduction and introduction of a capital band 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. to be on or about May 22, 2024.

07 Submission

Item 5.07 Submission of Matters to a Vote of Security Holders The Company convened its annual general meeting on May 16, 2024, pursuant to notice duly given. Agenda Items 1-14 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 15 and 16 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 2024 Proxy Statement under the heading "What vote is required to approve each agenda item?". 1. Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2023 Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 360,085,556 206,028 1,005,984 0 2.1 Allocation of disposable profit Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 360,807,595 213,997 275,976 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 360,902,705 150,469 244,394 0 3. Discharge of the Board of Directors Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 332,421,027 2,406,632 1,201,232 25,069,856 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 PricewaterhouseCoopers AG (Zurich) as the Company's statutory auditor for the financial year ending December 31, 2024 Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 346,648,307 14,420,831 228,430 0 4.2 Ratification of appointment of PricewaterhouseC

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 3.1 Articles of Association of the Company as amended 4.1 Articles of Association of the Company as amended (Incorporated by reference to Exhibit 3.1) 10.1 Chubb Limited Employee Stock Purchase Plan, as amended and restated 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) 7

SIGNATURES

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. CHUBB LIMITED By: /s/ Joseph F. Wayland Joseph F. Wayland General Counsel DATE: May 16, 2024

View Full Filing

View this 8-K filing on SEC EDGAR