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CHUBB LTD : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/20/2016 | 10:17pm CEST

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

(e) At the Chubb Limited ("Company") Annual General Meeting of Shareholders ("annual general meeting") held on May 19, 2016, the Company's shareholders approved the Chubb Limited 2016 Long-Term Incentive Plan ("LTIP"). A more complete description of the LTIP is contained in the Company's proxy statement, dated April 5, 2016, as filed with the Securities and Exchange Commission ("Proxy Statement"), under the heading "Agenda Item 10: Approval of the Chubb Limited 2016 Long-Term Incentive Plan," which is incorporated herein by reference. The description of the LTIP set forth in the Proxy Statement is qualified in its entirety by reference to the complete text of the LTIP, which is incorporated herein as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03 Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal

Year

At the Company's annual general meeting, the Company's shareholders approved an amendment to Article 6(a) of the Articles of Association to authorize the Company's Board of Directors to increase the Company's share capital within two years following the 2016 annual general meeting to a maximum amount equal to CHF 4,830,000,000, which amount would be divided into 200,000,000 shares. In connection therewith, the amendment limits or withdraws the shareholders' pre-emptive rights in specified and limited circumstances, all as further described in the Proxy Statement under the heading "Agenda Item 9: Amendment to the Articles of Association Relating to Authorized Share Capital for General Purposes." The Company's amended Articles of Association containing the amendment will become effective upon registration with the Commercial Register of the Canton of Zurich, Switzerland ("Swiss Commercial Register"). Subject to the subsequent approval by the Swiss Federal Commercial Register Office, the effective date of such registration is expected to be on or about May 20, 2016.

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 annual general meeting of shareholders on May 19, 2016 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 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, 2015




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      410,322,125            152,827             1,409,546              0



2.1 Allocation of disposable profit




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      411,387,402            173,036              324,060               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
      410,820,835            758,222              305,441               0




                                       2

--------------------------------------------------------------------------------

3. Discharge of the Board of Directors




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      383,727,903           2,117,128            1,699,181          23,516,606

The voting results for Agenda Item 3 exclude shares held by the Company's directors and executive officers, who are not permitted by 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 year ending December 31, 2016




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      408,968,095           2,672,736             243,667               0



4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as

    independent registered public accounting firm for purposes of United States
    securities law reporting for the year ending December 31, 2016




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      408,733,649           2,889,289             261,560               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
      411,311,080            291,528              281,890               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
      381,424,225         6,183,812             759,855           23,516,606



5.2 Election 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
      355,865,513           32,323,223            179,156           23,516,606



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
      383,875,804           4,287,656             204,432           23,516,606



5.4 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
      386,897,008           1,272,778             198,106           23,516,606




                                       3

--------------------------------------------------------------------------------

5.5 Election 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
      386,898,263           1,258,050             211,579           23,516,606



5.6 Election of Mary A. Cirillo as director until the Company's next annual

    general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      356,822,969           30,195,529           1,349,394          23,516,606



5.7 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
      354,528,287           33,643,015            196,590           23,516,606



5.8 Election of John Edwardson as director until the Company's next annual

    general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      387,119,270           1,049,932             198,690           23,516,606



5.9 Election of Lawrence W. Kellner as director until the Company's next annual

    general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      385,777,869           2,369,581             220,442           23,516,606



5.10 Election of Leo F. Mullin as director until the Company's next annual

     general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      386,079,316           2,088,370             200,206           23,516,606



5.11 Election of Kimberly Ross as director until the Company's next annual

     general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      387,144,898           1,045,078             177,916           23,516,606



5.12 Election of Robert Scully as director until the Company's next annual

     general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      383,473,379           4,694,641             199,872           23,516,606



5.13 Election 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
      386,933,532           1,230,952             203,408           23,516,606




                                       4

--------------------------------------------------------------------------------

5.14 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
      386,939,778           1,220,846             207,268           23,516,606



5.15 Election of David Sidwell as director until the Company's next annual

     general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      386,942,917           1,224,859             200,116           23,516,606



5.16 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
      387,109,421           1,052,409             206,062           23,516,606



5.17 Election of James M. Zimmerman as director until the Company's next annual

     general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      386,309,785           1,841,415             216,692           23,516,606



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
      317,333,430           70,211,073            823,389           23,516,606



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
      356,644,202           31,512,215            211,475           23,516,606



7.2 Election of Mary A. Cirillo as Compensation Committee member until the

    Company's next annual general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      357,049,264           31,110,339            208,289           23,516,606



7.3 Election 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
      355,897,205           32,252,202            218,485           23,516,606



7.4 Election of Robert Scully as Compensation Committee member until the

    Company's next annual general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      383,591,102           4,563,377             213,413           23,516,606




                                       5

--------------------------------------------------------------------------------

7.5 Election of James M. Zimmerman as Compensation Committee member until the

    Company's next annual general meeting




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      384,419,210           3,704,021             244,661           23,516,606



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
      411,157,078            250,375              477,045               0



9. Amendment to the Articles of Association relating to authorized share capital

    for general purposes




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      392,171,809           19,225,272            487,417               0



10. Approval of the Chubb Limited 2016 Long-Term Incentive Plan




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      368,861,379           19,256,667            249,846           23,516,606



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




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      385,171,597           1,956,642            1,239,653          23,516,606



11.2 Compensation of Executive Management for the next calendar year




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      285,833,714          102,037,897            496,281           23,516,606



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

    requirements




    Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
      230,301,347          157,288,969            777,576           23,516,606




                                       6

--------------------------------------------------------------------------------

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 2016 Long-Term Incentive Plan incorporated by
                       reference to Annex A of the Company's Definitive Proxy
                       Statement on Schedule 14A filed with the SEC on April 5,
                       2016




                                       7

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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