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) April 25, 2006
THE CHUBB CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey | | 1-8661 | | 13-2595722 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | |
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey | | 07061-1615 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (908) 903-2000
Not Applicable
(Former name or former address, if changed since last report.)
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 communication 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)
¨ 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))
Item 8.01. Other Events.
The Annual Meeting of Shareholders of The Chubb Corporation (Corporation) was held on April 25, 2006. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:
Election of Directors. The shareholders of the Corporation elected each of the director nominees proposed by the Corporation’s Board of Directors to serve until his or her successor is duly elected and qualified. The following is a breakdown of the voting results:
DIRECTOR | | VOTES FOR | | VOTES WITHHELD | |
| | | | | |
Zoë Baird | | 180,435,744 | | 2,534,113 | |
Sheila P. Burke | | 169,362,152 | | 13,607,705 | |
James I. Cash, Jr. | | 181,457,141 | | 1,512,716 | |
Joel J. Cohen | | 179,044,984 | | 3,924,873 | |
James M. Cornelius | | 174,922,010 | | 8,047,847 | |
John D. Finnegan | | 179,762,791 | | 3,206,066 | |
Klaus J. Mangold | | 180,733,078 | | 2,236,779 | |
Sir David G. Scholey, CBE | | 179,844,155 | | 3,125,702 | |
Raymond G.H. Seitz | | 179,377,019 | | 3,592,838 | |
Lawrence M. Small | | 167,487,383 | | 15,482,474 | |
Daniel E. Somers | | 180,973,009 | | 1,996,848 | |
Karen Hastie Williams | | 172,956,206 | | 10,013,651 | |
Alfred W. Zollar | | 180,913,057 | | 2,056,800 | |
Adoption of The Chubb Corporation Annual Incentive Compensation Plan (2006). The shareholders of the Corporation approved the adoption of The Chubb Corporation Annual Incentive Compensation Plan (2006). The following is a breakdown of the voting results:
VOTES FOR | | VOTES AGAINST | | ABSTAIN | | NON VOTES | |
| | | | | | | |
176,661,943 | | 5,127,873 | | 1,180,041 | | 0 | |
Appointment of Ernst & Young LLP as Independent Auditor. The shareholders of the Corporation ratified the appointment of Ernst & Young LLP as the Corporation’s independent auditor. The following is a breakdown of the voting results:
VOTES FOR | | VOTES AGAINST | | ABSTAIN | | NON VOTES | |
| | | | | | | |
178,968,031 | | 3,006,975 | | 994,851 | | 0 | |
Implementation of Majority Voting Standard in the Election of Directors. The shareholders approved a proposal requesting that the Board of Directors initiate the appropriate process to amend the Corporation’s certificate of incorporation to provide that director nominees be elected by the affirmative vote of a majority of the votes cast. The following is a breakdown of the voting results:
VOTES FOR | | VOTES AGAINST | | ABSTAIN | | NON VOTES | |
| | | | | | | |
81,432,776 | | 75,647,482 | | 3,882,491 | | 22,007,108 | |
2
Increased Disclosure of Political Contributions. The shareholders of the Corporation rejected a proposal requiring increased disclosure of the Corporation’s political contributions beyond that which is required by applicable law or otherwise already voluntarily disclosed by the Corporation. The following is a breakdown of the voting results:
VOTES FOR | | VOTES AGAINST | | ABSTAIN | | NON VOTES | |
| | | | | | | |
16,608,042 | | 127,858,904 | | 16,495,803 | | 22,007,108 | |
3
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 thereunto duly authorized.
| THE CHUBB CORPORATION |
| |
| |
Date: April 28, 2006 | By: | /s/ W. Andrew Macan | |
| Name: | W. Andrew Macan |
| Title: | Vice President and |
| | Secretary |
| | | | |
4
