Chubb Limited (CB) 8-K Amendments to Articles of Incorporation or Bylaws

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 15, 2014

ACE LIMITED

(Exact name of registrant as specified in its charter)

Switzerland	1-11778	98-0091805
(State or other jurisdiction of incorporation)	(Commission FileNumber)	(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))

Item 5.03 Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year

At the company’s annual general meeting held on May 15, 2014, the company’s shareholders approved an amendment to Article 6 of the Articles of Association to authorize the company’s Board of Directors to increase the company’s share capital within two years following the 2014 annual general meeting to a maximum amount equal to CHF 3,722,600,000, which amount would be divided into 140,000,000 shares. In connection therewith, the amendment limits or withdraws the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the company’s proxy statement dated April 3, 2014 under the heading “Agenda Item No. 9: Amendment of the Articles of Association Relating to Authorized Share Capital for General Purposes.” The company’s amended Articles of Association containing these amendments will become effective upon registration with the Commercial Register of the Canton of Zurich, Switzerland (the “Swiss Commercial Register”). Subject to the subsequent approval by Swiss Federal Commercial Register Office, the effective date of such registration is expected to be on or about May 19, 2014.

At the company’s 2014 annual general meeting, the company’s shareholders also prospectively 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, all as further described in the company’s proxy statement dated April 3, 2014, under the heading “Agenda Item No.10: Approval of Distribution to Shareholders in the Form of Par Value Reduction.” Such amendments will become effective with the registration of each quarterly par value reduction in the Swiss Commercial Register.

A copy of the amended Articles of Association is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The company convened its annual general meeting of shareholders on May 15, 2014 pursuant to notice duly given. The matters voted upon at the meeting and the results of such voting are set forth below.

At the 2014 annual general meeting abstentions and broker non-votes were not considered in the tabulation of the vote (and thus should be disregarded) to determine approval of each of the items below, with the exception of Item 9 (the amendment to the Articles of Association relating to authorized share capital for general purposes). Because Item 9 required an affirmative two-thirds of the votes present (in person or by proxy) for approval, abstentions and broker non-votes had the effect of an “against” vote because they are counted as present but not “for” such item, all as further described in the company’s proxy statement dated April 3, 2014, under the headings “What is the Effect of Broker Non-Votes and Abstentions?” and “What Vote is Required to Approve Each Agenda Item?”.

1. Approval of the annual report, standalone financial statements and consolidated financial statements of ACE Limited for the year ended December 31, 2013

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
293,997,040		21,964		1,323,495		0

2. Allocation of disposable profit

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
294,067,604		825,948		448,948		0

3. Discharge of the Board of Directors

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
281,460,191		1,799,905		1,070,473		10,846,528

The voting results for Agenda Item No. 3 exclude shares held by the company’s directors and executive officers, who are not permitted by law to vote their shares on the discharge of the Board of Directors.

4.1 Election of John Edwardson as director until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
282,824,298		1,271,677		399,997		10,846,528

4.2 Election of Kimberly Ross as director until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
283,927,918		171,266		396,788		10,846,528

4.3 Election of Robert Scully as director until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
283,919,003		174,890		402,078		10,846,528

4.4 Election of David Sidwell as director until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
283,915,261		179,156		401,555		10,846,528

4.5 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
274,345,242		9,100,781		1,049,948		10,846,528

4.6 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
280,792,306		3,304,463		399,202		10,846,528

4.7 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
280,862,718		3,233,282		399,972		10,846,528

4.8 Election of Mary A. Cirillo as director until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
281,733,289		2,364,084		398,599		10,846,528

4.9 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
279,915,431		4,157,598		422,943		10,846,528

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4.10 Election of Peter Menikoff as director until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
279,989,683		4,103,958		402,330		10,846,528

4.11 Election of Leo F. Mullin as director until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
283,978,690		115,852		401,429		10,846,528

4.12 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
284,001,586		91,427		402,959		10,846,528

4.13 Election of Theodore E. Shasta until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
283,980,065		114,692		401,214		10,846,528

4.14 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
283,858,546		90,804		546,622		10,846,528

5. 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
226,891,050		56,550,940		1,053,981		10,846,528

6.1 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
280,855,905		3,231,144		408,923		10,846,528

6.2 Election of Mary A. Cirillo as Compensation Committee member until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
282,219,016		1,865,628		411,328		10,846,528

6.3 Election of John Edwardson as Compensation Committee member until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
282,936,722		1,149,896		409,354		10,846,528

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6.4 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
281,422,833		2,663,460		409,679		10,846,528

7. 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
294,836,725		61,783		443,992		0

8.1 Election of PricewaterhouseCoopers AG (Zurich) as the company’s statutory auditor until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		BrokerNon-Votes
293,786,926		1,144,570		411,003		0

8.2 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, 2014

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
293,814,200		1,106,934		421,366		0

8.3 Election of BDO AG (Zurich) as special auditing firm until the company’s next annual general meeting

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
294,700,102		232,988		409,410		0

9. Amendment of the Articles of Association relating to authorized share capital for general purposes

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
279,952,088		14,930,139		460,273		0

10. Approval of the payment of a distribution to shareholders through reduction of the par value of the company’s shares, such payment to be made in four quarterly installments at such times during the period through the company’s next annual general meeting as shall be determined by the Board of Directors

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
294,109,345		793,368		439,786		0

11. Advisory vote to approve executive compensation

Shares Voted For	Shares Voted Against		Shares Abstained		Broker Non-Votes
255,356,920		28,584,479		554,573		10,846,528

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
3.1	Articles of Association of the company as amended
4.1	Articles of Association of the company as amended (Incorporated by reference to Exhibit 3.1)

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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/ Joseph F. Wayland
	Joseph F. Wayland
	General Counsel

DATE: May 16, 2014

EXHIBIT INDEX

Exhibit Number	Description
3.1	Articles of Association of the company as amended
4.1	Articles of Association of the company as amended (Incorporated by reference to Exhibit 3.1)