Chubb Limited (CB) 8-K Submission of Matters to a Vote of Security Holders

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): May 16, 2019

CHUBB LIMITED

 (Exact name of registrant as specified in its charter)

Switzerland
(State or other jurisdiction of incorporation) 1-11778
(Commission File Number) 98-0091805
(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 (seeGeneral 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

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 5.07 Submission of Matters to a Vote of Security Holders

The Company convened its annual general meeting on May 16, 2019 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 Company’s 2019 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, 2018

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	412,142,369		189,550		684,926		0

2.1 Allocation of disposable profit

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	412,435,159		315,338		266,348		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
	412,549,991		255,191		211,663		0

3. Discharge of the Board of Directors

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	379,779,893		1,390,198		738,334		30,779,443

The voting results for Agenda Item 3 exclude shares held by the Company’s directors and executive officers, who are not permitted by Swiss 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, 2019

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	403,467,463		9,336,120		213,262		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 year ending December 31, 2019

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	403,555,476		9,254,417		206,952		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
	412,255,194		530,574		231,077		0

2

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
	371,352,869		9,071,679		1,812,854		30,779,443

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
	371,782,197		10,303,316		151,889		30,779,443

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
	379,678,238		2,403,870		155,294		30,779,443

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
	381,696,159		407,666		133,577		30,779,443

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
	381,567,193		519,084		151,125		30,779,443

5.6 Election of Mary Cirillo as director until the Company’s next annual general meeting

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	371,695,577		10,409,384		132,441		30,779,443

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
	324,792,114		57,268,386		176,902		30,779,443

5.8 Election of John A. Edwardson as director until the Company’s next annual general meeting

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	381,580,203		478,753		178,446		30,779,443

5.9 Election of Kimberly A. Ross as director until the Company’s next annual general meeting

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	381,806,949		290,840		139,613		30,779,443

3

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
	376,798,589		5,273,457		165,356		30,779,443

5.11 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
	381,651,686		424,589		161,127		30,779,443

5.12 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
	381,712,290		345,888		179,224		30,779,443

5.13 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
	381,646,657		442,329		148,416		30,779,443

5.14 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
	381,637,347		437,361		162,694		30,779,443

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
	277,202,956		103,215,049		1,819,397		30,779,443

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
	317,411,356		64,613,181		212,865		30,779,443

7.2 Election of Mary Cirillo as Compensation Committee member until the Company’s next annual general meeting

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	370,583,876		11,497,113		156,413		30,779,443

7.3 Election of John A. Edwardson as Compensation Committee member until the Company’s next annual general meeting

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	380,018,912		2,018,427		200,063		30,779,443

4

7.4 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
	372,711,839		9,349,975		175,588		30,779,443

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
	412,465,499		259,899		291,447		0

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

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	380,423,243		755,660		1,058,499		30,779,443

9.2 Compensation of Executive Management for the next calendar year

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	375,710,284		5,289,187		1,237,931		30,779,443

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

Shares Voted For		Shares Voted Against		Shares Abstained		Broker Non-Votes
	359,580,412		22,230,971		426,019		30,779,443

5

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 17, 2019