UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): June 21, 2017
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
(Exact Name of Registrant as Specified in Charter)
Switzerland | | 001-32938 | | 98-0681223 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
Gubelstrasse 24
Park Tower, 15th Floor
6300 Zug, Switzerland
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: 41-41-768-1080
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
Allied World Assurance Company Holdings, AG (the “Company”) held its 2017 Annual General Meeting of Shareholders on June 21, 2017 (the “2017 Annual Shareholder Meeting”). At the 2017 Annual Shareholder Meeting, the Company’s shareholders considered the following proposals, each of which is described in greater detail in the Company’s definitive proxy statement dated May 26, 2017.
Proposal 1 Election of Directors
The Company’s shareholders elected the following directors to hold office until the Company’s Annual Shareholder Meeting in 2018:
| | For | | Against | | Abstain | | Broker Non-Votes |
Barbara T. Alexander | | 53,144,835 | | 78,884 | | 1,074,474 | | 10,072,835 |
Scott A. Carmilani | | 53,870,576 | | 398,692 | | 28,925 | | 10,072,835 |
Bart Friedman | | 52,299,917 | | 924,289 | | 1,073,987 | | 10,072,835 |
Patricia L. Guinn | | 54,037,125 | | 230,556 | | 30,512 | | 10,072,835 |
Fiona E. Luck | | 53,144,255 | | 79,411 | | 1,074,527 | | 10,072,835 |
Patrick de Saint-Aignan | | 53,145,022 | | 78,308 | | 1,074,863 | | 10,072,835 |
Eric S. Schwartz | | 53,145,399 | | 77,931 | | 1,074,863 | | 10,072,835 |
Samuel J. Weinhoff | | 52,901,416 | | 323,944 | | 1,072,833 | | 10,072,835 |
Proposal 2 Election of Chairman of the Board
The Company’s shareholders elected Scott A. Carmilani as the Chairman of the Board to hold office until the Company’s Annual Shareholder Meeting in 2018.
For | | Against | | Abstain | | Broker Non-Votes |
43,382,572 | | 10,886,578 | | 29,043 | | 10,072,835 |
Proposal 3 Election of Compensation Committee Members
The Company’s shareholders elected the following directors as members of the Compensation Committee of the Board to serve until the Company’s Annual Shareholder Meeting in 2018:
| | For | | Against | | Abstain | | Broker Non-Votes |
Barbara T. Alexander | | 54,260,734 | | 5,217 | | 32,242 | | 10,072,835 |
Bart Friedman | | 53,908,664 | | 356,740 | | 32,789 | | 10,072,835 |
Fiona E. Luck | | 54,260,313 | | 5,585 | | 32,295 | | 10,072,835 |
Patrick de Saint-Aignan | | 54,260,773 | | 4,878 | | 32,542 | | 10,072,835 |
Eric S. Schwartz | | 54,261,733 | | 3,868 | | 32,592 | | 10,072,835 |
Samuel J. Weinhoff | | 54,192,486 | | 75,144 | | 30,563 | | 10,072,835 |
Proposal 4 Election of the Independent Proxy
The Company’s shareholders elected Buis Buergi AG as the independent proxy to serve until the conclusion of the Company’s Annual Shareholder Meeting in 2018.
For | | Against | | Abstain |
64,307,166 | | 34,347 | | 29,515 |
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Proposal 5 Advisory Vote on Named Executive Officer Compensation
The Company’s shareholders approved an advisory vote on the Company’s named executive officer compensation.
For | | Against | | Abstain | | Broker Non-Votes |
42,183,407 | | 11,019,235 | | 1,095,551 | | 10,072,835 |
Proposal 6 Advisory Vote on the Frequency of Shareholder Vote on Named Executive Officer Compensation
The Company’s shareholders approved an advisory vote on the frequency of the shareholder vote on the Company’s named executive officer compensation.
Every
Year | | Every Two
Years | | Every Three
Years | | Abstain | | Broker
Non-Votes |
53,630,611 | | 506,812 | | 132,054 | | 28,716 | | 10,072,835 |
Proposal 7 Approval of the Company’s Annual Report and Financial Statements
The Company’s shareholders approved the Company’s 2016 Annual Report and its consolidated financial statements and audited statutory financial statements for the year ended December 31, 2016.
For | | Against | | Abstain | | Broker Non-Votes |
54,059,871 | | 5,020 | | 233,302 | | 10,072,835 |
Proposal 8 Approval of Retention of Disposable Profits
The Company’s shareholders approved the retention of disposable profits.
For | | Against | | Abstain |
64,245,614 | | 86,972 | | 38,442 |
Proposal 9 Election of Auditors
The Company’s shareholders elected Deloitte & Touche LLP as the Company’s independent auditor and Deloitte AG as the Company’s statutory auditor, each to serve until the Company’s Annual Shareholder Meeting in 2018.
For | | Against | | Abstain |
64,328,278 | | 13,487 | | 29,263 |
Proposal 10 Election of Special Auditor
The Company’s shareholders elected PricewaterhouseCoopers AG as the Company’s special auditor to serve until the Company’s Annual Shareholder Meeting in 2017.
For | | Against | | Abstain |
64,332,108 | | 9,955 | | 28,965 |
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Proposal 11 Approval of Granting a Discharge
The Company’s shareholders approved a discharge to the Company’s board of directors and executive officers from liabilities for their actions during the year ended December 31, 2016.
For | | Against | | Abstain | | Broker Non-Votes |
53,979,893 | | 81,995 | | 236,305 | | 10,072,835 |
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SIGNATURE
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.
| ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG |
| |
| |
Dated: June 21, 2017 | By: | /s/ Wesley D. Dupont |
| Name: | Wesley D. Dupont |
| Title: | Executive Vice President & General Counsel |
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