Chubb Limited: Current report filing

Tickers: CB
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Top Company Interviews

Microsoft Corporation
Intel Corporation
Pfizer, Inc.
General Electric Company
Wal-Mart Stores, Inc.
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 16, 2019

CHUBB LIMITED

(Exact name of registrant as specified in its charter)

Switzerland

1-11778

98-0091805

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Baerengasse 32

CH-8001 Zurich, Switzerland

(Address of principal executive offices)

Registrant's telephone number, including area code: +41 (0)43 456 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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value CHF 24.15 per share

CB

New York Stock Exchange

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. ¨

Item 5.07

Submission of Matters to a Vote of Security Holders

The Company convened its annual general meeting on May 16, 2019 pursuant to notice duly given. The agenda items submitted at the annual general meeting were passed. 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 2019 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 of Chubb Limited for the year ended December 31, 2018

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

412,142,369

189,550

684,926

0

2.1Allocation of disposable profit

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

412,435,159

315,338

266,348

0

2.2Distribution 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

412,549,991

255,191

211,663

0

3.Discharge of the Board of Directors

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

379,779,893

1,390,198

738,334

30,779,443

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

4.1Election of PricewaterhouseCoopers AG (Zurich) as the Company's statutory auditor for the year ending December 31, 2019

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

403,467,463

9,336,120

213,262

0

4.2Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting for the year ending December 31, 2019

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

403,555,476

9,254,417

206,952

0

4.3Election of BDO AG (Zurich) as special audit firm until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

412,255,194

530,574

231,077

0

2

5.1Election of Evan G. Greenberg as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

371,352,869

9,071,679

1,812,854

30,779,443

5.2Election of Robert M. Hernandez as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

371,782,197

10,303,316

151,889

30,779,443

5.3Election of Michael G. Atieh as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

379,678,238

2,403,870

155,294

30,779,443

5.4Election of Sheila P. Burke as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

381,696,159

407,666

133,577

30,779,443

5.5Election of James I. Cash as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

381,567,193

519,084

151,125

30,779,443

5.6Election of Mary Cirillo as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

371,695,577

10,409,384

132,441

30,779,443

5.7Election of Michael P. Connors as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

324,792,114

57,268,386

176,902

30,779,443

5.8Election of John A. Edwardson as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

381,580,203

478,753

178,446

30,779,443

5.9Election of Kimberly A. Ross as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

381,806,949

290,840

139,613

30,779,443

3

5.10Election of Robert W. Scully as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

376,798,589

5,273,457

165,356

30,779,443

5.11Election of Eugene B. Shanks, Jr. as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

381,651,686

424,589

161,127

30,779,443

5.12Election of Theodore E. Shasta as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

381,712,290

345,888

179,224

30,779,443

5.13Election of David H. Sidwell as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

381,646,657

442,329

148,416

30,779,443

5.14Election of Olivier Steimer as director until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

381,637,347

437,361

162,694

30,779,443

6.Election of Evan G. Greenberg as the Chairman of the Board of Directors until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

277,202,956

103,215,049

1,819,397

30,779,443

7.1Election of Michael P. Connors as Compensation Committee member until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

317,411,356

64,613,181

212,865

30,779,443

7.2Election of Mary Cirillo as Compensation Committee member until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

370,583,876

11,497,113

156,413

30,779,443

7.3Election of John A. Edwardson as Compensation Committee member until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

380,018,912

2,018,427

200,063

30,779,443

4

7.4Election of Robert M. Hernandez as Compensation Committee member until the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

372,711,839

9,349,975

175,588

30,779,443

8.Election of Homburger AG as independent proxy until the conclusion of the Company's next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

412,465,499

259,899

291,447

0

9.1Compensation of the Board of Directors until the next annual general meeting

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

380,423,243

755,660

1,058,499

30,779,443

9.2Compensation of Executive Management for the next calendar year

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

375,710,284

5,289,187

1,237,931

30,779,443

10.Advisory vote to approve executive compensation under U.S. securities law requirements

Shares Voted For

Shares Voted Against

Shares Abstained

Broker Non-Votes

359,580,412

22,230,971

426,019

30,779,443

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Chubb Limited published this content on 17 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 17 May 2019 11:11:09 UTC