Chubb Limited filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant To Section 13
or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the Chubb Limited (“Company”) Annual General Meeting of Shareholders (“AGM”) held on May 15, 2025, the Company’s shareholders approved an amendment of Article 6 of the Articles of Association to renew the Company’s 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 15, 2026, and in connection therewith, limit or withdraw the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Company’s Proxy Statement, as filed with the Securities and Exchange Commission on April 1, 2025 (“Proxy Statement”), under the heading “Agenda Item 9: Renewal 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 is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
The Company convened its AGM on May 15, 2025, pursuant to notice duly given. Agenda Items 1-12 submitted by the Company at the annual general meeting were approved in accordance with the Board’s recommendations. The shareholder proposal, Agenda Item 13, was 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 2025 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, 2024 |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 356,452,390 | 566,689 | 970,647 | 0 | ||||||||||
| 2.1 | Allocation of disposable profit |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 357,449,819 | 176,634 | 363,273 | 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 | ||||||||||
| 357,539,109 | 151,360 | 299,257 | 0 | ||||||||||
| 3. | Discharge of the Board of Directors |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 328,006,797 | 1,948,574 | 976,068 | 27,048,017 | ||||||||||
2
| 4.1 | Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2025 |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 342,782,482 | 14,925,543 | 281,701 | 0 | ||||||||||
| 4.2 | Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting for the financial year ending December 31, 2025 |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 338,649,904 | 19,060,773 | 279,049 | 0 | ||||||||||
| 4.3 | Election 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 | ||||||||||
| 357,030,817 | 646,732 | 312,177 | 0 | ||||||||||
| 5.1 | Election 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 | |||||||||||
| 314,468,240 | 16,172,344 | 301,125 | 27,048,017 | |||||||||||
| 5.2 | Election 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 | ||||||||||
| 309,105,154 | 21,529,167 | 307,388 | 27,048,017 | ||||||||||
| 5.3 | Election 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 | ||||||||||
| 317,795,932 | 12,837,296 | 308,481 | 27,048,017 | ||||||||||
| 5.4 | Election of Nancy K. Buese as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 328,671,190 | 1,988,922 | 281,597 | 27,048,017 | ||||||||||
| 5.5 | Election 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 | ||||||||||
| 328,726,023 | 1,944,642 | 271,044 | 27,048,017 | ||||||||||
| 5.6 | Election of Nelson J. Chai as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 328,824,132 | 1,837,168 | 280,409 | 27,048,017 | ||||||||||
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| 5.7 | Election of Michael L. Corbat as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 317,820,219 | 12,843,593 | 277,897 | 27,048,017 | ||||||||||
| 5.8 | Election of Fred Hu as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 323,545,765 | 7,119,803 | 276,141 | 27,048,017 | ||||||||||
| 5.9 | Election of Robert J. Hugin as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 328,881,623 | 1,780,776 | 279,310 | 27,048,017 | ||||||||||
| 5.10 | Election 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 | ||||||||||
| 319,366,457 | 11,300,873 | 274,379 | 27,048,017 | ||||||||||
| 5.11 | Election 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 | ||||||||||
| 318,118,845 | 12,543,629 | 279,235 | 27,048,017 | ||||||||||
| 5.12 | Election 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 | ||||||||||
| 274,302,689 | 56,123,467 | 515,553 | 27,048,017 | ||||||||||
| 5.13 | Election of Olivier Steimer as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 321,236,304 | 9,415,076 | 290,329 | 27,048,017 | ||||||||||
| 5.14 | Election of Frances F. Townsend as director until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 314,772,508 | 15,727,033 | 442,168 | 27,048,017 | ||||||||||
| 6. | Election of Evan G. Greenberg as 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 | ||||||||||
| 255,656,290 | 74,664,555 | 620,864 | 27,048,017 | ||||||||||
4
| 7.1 | Election 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 | ||||||||||
| 314,531,706 | 16,080,228 | 329,775 | 27,048,017 | ||||||||||
| 7.2 | Election of Michael L. Corbat as Compensation Committee member until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 324,521,832 | 6,090,644 | 329,233 | 27,048,017 | ||||||||||
| 7.3 | Election of David H. Sidwell as Compensation Committee member until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 289,043,834 | 41,335,388 | 562,487 | 27,048,017 | ||||||||||
| 7.4 | Election of Frances F. Townsend as Compensation Committee member until the Company’s next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 317,383,717 | 13,219,959 | 338,033 | 27,048,017 | ||||||||||
| 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 | ||||||||||
| 357,477,665 | 148,898 | 363,163 | 0 | ||||||||||
| 9. | Renewal of a capital band for authorized share capital increases and reductions |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 345,823,119 | 11,815,955 | 350,652 | 0 | ||||||||||
| 10.1 | Maximum compensation of the Board of Directors until the next annual general meeting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 329,032,777 | 962,388 | 946,544 | 27,048,017 | ||||||||||
5
| 10.2 | Maximum compensation of Executive Management for the 2026 calendar year |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 321,498,060 | 8,492,532 | 951,117 | 27,048,017 | ||||||||||
| 10.3 | Advisory vote to approve the Swiss compensation report |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 315,536,020 | 15,001,238 | 404,451 | 27,048,017 | ||||||||||
| 11. | Advisory vote to approve executive compensation under U.S. securities law requirements |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 315,166,639 | 15,403,826 | 371,244 | 27,048,017 | ||||||||||
| 12. | Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2024 |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 355,456,450 | 1,632,565 | 900,711 | 0 | ||||||||||
| 13. | Shareholder proposal on Scope 3 greenhouse gas emissions reporting |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | ||||||||||
| 45,779,040 | 282,479,933 | 2,682,736 | 27,048,017 | ||||||||||
| 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) | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
6
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, 2025