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 19, 2010
ACE 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
Zurich, Switzerland CH-8001
(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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) At the company’s 2010 annual general meeting, the company’s shareholders approved the ACE Limited 2004 Long-Term Incentive Plan, as amended through the fifth amendment (the “LTIP”). As a result, the total number of shares reserved for delivery under the LTIP increased by 11.6 million shares. A more complete description of the LTIP is contained in Company’s proxy statement dated April 5, 2010, as filed with the Securities and Exchange Commission, under the heading “Approval of ACE Limited 2004 Long-Term Incentive Plan as Amended through the Fifth Amendment,” which is hereby incorporated herein by reference. For the full text of the LTIP, see Exhibit 10 hereto, which is hereby incorporated herein by reference.
Item 5.03 Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year
At the company’s 2010 annual general meeting, the company’s shareholders approved amendments to its Articles of Association relating to the treatment of abstentions and broker non-votes and relating to authorized share capital, as further described in the company’s proxy statement dated April 5, 2010. The company’s amended and restated Articles of Association containing these amendments will become effective with publication in the Swiss Commercial Gazette, retroactive to their registration in the daily register of the Canton of Zurich, Switzerland on May 20, 2010. A copy of the amended and restated Articles of Association is attached hereto as Exhibit 3 and incorporated herein by reference.
At the company’s 2010 annual general meeting, the company’s shareholders also approved amendments to the company’s Articles of Association in conjunction with their approval of payments of a dividend in the form of distribution through par value reduction, as further described in the company’s proxy statement dated April 5, 2010. Those amendments to the Articles of Association will become effective with the registration of each quarterly par value reduction in the Swiss Commercial Register.
| Item 5.07 | Submission of Matters to a vote of Security Holders |
The company convened its annual general meeting of shareholders on May 19, 2010 pursuant to notice duly given. The matters voted upon at the meeting and the results of such voting are set forth below:
| 1.1 | Election of Robert M. Hernandez |
| | | | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
| 186,984,225 | | 68,908,896 | | 1,125,038 | | 10,732,700 |
| 1.2 | Election of Peter Menikoff |
| | | | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
| 187,643,214 | | 68,249,764 | | 1,125,181 | | 10,732,700 |
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| 1.3 | Election of Robert Ripp |
| | | | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
| 187,724,950 | | 68,168,509 | | 1,124,700 | | 10,732,700 |
| 1.4 | Election of Theodore E. Shasta |
| | | | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
| 255,838,277 | | 1,124,982 | | 54,900 | | 10,732,700 |
| 2. | Amendment of the Articles of Association relating to the treatment of abstentions and broker non-votes |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 267,320,441 | | 251,613 | | 178,805 |
| 3.1 | Approval of the annual report |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 267,399,459 | | 128,769 | | 222,631 |
| 3.2 | Approval of the statutory financial statements of ACE Limited |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 267,281,125 | | 172,187 | | 297,547 |
| 3.3 | Approval of the consolidated financial statements |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 267,376,502 | | 137,056 | | 237,301 |
| 4. | Allocation of disposable profit |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 267,269,774 | | 378,812 | | 102,273 |
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| 5. | Discharge of the Board of Directors |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 263,321,592 | | 938,659 | | 3,490,608 |
| 6. | Amendment of the Articles of Association relating to authorized share capital for general purposes |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 258,821,775 | | 8,233,367 | | 695,717 |
| 7.1 | Election of PricewaterhouseCoopers AG (Zurich) as the company’s statutory auditor until the company’s next annual ordinary general meeting |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 266,913,591 | | 789,065 | | 48,203 |
| 7.2 | Ratification of appointment of independent registered public accounting firm PricewaterhouseCoopers LLP (United States) for purposes of United States securities law reporting for the year ending December 31, 2010 |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 266,906,502 | | 785,517 | | 58,840 |
| 7.3 | Election of BDO AG (Zurich) as special auditing firm until the company’s next annual ordinary general meeting |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 267,440,321 | | 166,506 | | 144,032 |
| 8. | Approval of the ACE Limited 2004 Long-Term Incentive Plan as amended through the fifth amendment |
| | | | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained | | Broker Non-Votes |
| 167,887,505 | | 89,023,462 | | 107,192 | | 10,732,700 |
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| 9. | Approval of the payment of a dividend in the form of a distribution through reduction of the par value of our shares |
| | | | |
Shares Voted For | | Shares Voted Against | | Shares Abstained |
| 266,711,655 | | 883,431 | | 155,773 |
| Item 9.01 | Financial Statements and Exhibits |
| | |
Exhibit
Number | | Description |
| 3 | | Articles of Association of the company as amended and restated |
| |
| 4 | | Articles of Association of the company as amended and restated (Incorporated by reference to Exhibit 3) |
| |
| 10 | | ACE Limited 2004 Long-Term Incentive Plan (as amended through the Fifth Amendment) |
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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.
| | |
| ACE LIMITED |
| |
| By: | | /S/ ROBERT F. CUSUMANO |
| | Robert F. Cusumano |
| | General Counsel |
DATE: May 21, 2010
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| 3 | | Articles of Association of the company as amended and restated |
| |
| 4 | | Articles of Association of the company as amended and restated (Incorporated by reference to Exhibit 3) |
| |
| 10 | | ACE Limited 2004 Long-Term Incentive Plan (as amended through the Fifth Amendment) |
