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): November 3, 2021
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 |
| Guarantee of Chubb INA Holdings Inc. 0.30% Senior Notes due 2024 | | CB/24A | | New York Stock Exchange |
| Guarantee of Chubb INA Holdings Inc. 0.875% Senior Notes due 2027 | | CB/27 | | New York Stock Exchange |
| Guarantee of Chubb INA Holdings Inc. 1.55% Senior Notes due 2028 | | CB/28 | | New York Stock Exchange |
| Guarantee of Chubb INA Holdings Inc. 0.875% Senior Notes due 2029 | | CB/29A | | New York Stock Exchange |
| Guarantee of Chubb INA Holdings Inc. 1.40% Senior Notes due 2031 | | CB/31 | | New York Stock Exchange |
| Guarantee of Chubb INA Holdings Inc. 2.50% Senior Notes due 2038 | | CB/38A | | 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the Company’s extraordinary general meeting held on November 3, 2021, the Company’s shareholders prospectively approved an amendment to Article 3(a) of the Company’s Articles of Association in conjunction with their approval of a share capital reduction, all as further described in the Company’s proxy statement for the extraordinary general meeting under the heading "Agenda Item 2: Reduction of Share Capital", which is incorporated herein by reference. Subject to publication of three notices to creditors and a subsequent two-month waiting period in accordance with Swiss law, and registration with the Swiss Commercial Register, the share capital reduction and amended Article 3(a) of the Articles of Association will become effective. The amended Articles of Association of the Company reflecting the share capital reduction will be filed with the SEC promptly following effectiveness.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company convened an extraordinary general meeting on November 3, 2021 pursuant to notice duly given. The agenda items submitted at the extraordinary 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 proxy statement for the extraordinary general meeting under the headings “What vote is required to approve each agenda item?” and “What is the effect of broker non-votes and abstentions?”.
| 1. | Ratification of the share repurchase program ending June 30, 2022 |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes |
| 379,038,738 | 1,982,549 | 1,070,237 | 0 |
| 2 | Reduction of share capital |
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes |
| 381,342,264 | 471,428 | 277,832 | 0 |
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: November 3, 2021
