Chubb Limited filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

 

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 21, 2026

 

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 0.50 per share	CB	New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 0.875% Senior Notes due 2027	CB/27	New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 1.55% Senior Notes due 2028	CB/28	New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 0.875% Senior Notes due 2029	CB/29A	New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 1.40% Senior Notes due 2031	CB/31	New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

 

(e)         At the Chubb Limited (“Company”) Annual General Meeting of Shareholders (“AGM”) held on May 21, 2026, the Company’s shareholders approved the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated (“LTIP”). A more complete description of the LTIP is contained in the Company’s proxy statement, dated April 3, 2026, as filed with the Securities and Exchange Commission (“Proxy Statement”), under the heading “Agenda Item 10: Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated,” which is incorporated herein by reference. The description of the LTIP set forth in the Proxy Statement is qualified in its entirety by reference to the complete text of the LTIP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.  

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

At the AGM, the Company’s shareholders approved an amendment of Article 6 of the Articles of Association to renew the Company’s capital band, which authorizes the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 21, 2027, and in connection therewith, limit or withdraw the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Proxy Statement under the heading “Agenda Item 9: Renewal of a Capital Band for Authorized Share Capital Increases and Reductions,” which is incorporated herein by reference.

 

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

 

Item 5.07

Submission of Matters to a Vote of Security Holders

 

The Company convened its AGM on May 21, 2026, pursuant to notice duly given. Agenda Items 1-13 submitted by the Company were approved in accordance with the Board’s recommendations. The matters voted upon at the AGM 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 under the heading “What vote is required to approve each agenda item?”.

 

1.

Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2025

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	337,612,181				478,634				1,042,128				0

 

2.1

Allocation of disposable profit

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	338,541,488				186,474				404,981				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
	338,609,476				146,907				376,560				0

 

 

3.

Discharge of the Board of Directors

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	309,919,814				2,225,460				1,030,519				25,878,713

 

4.1

Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2026

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	324,338,889				14,438,605				355,449				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 financial year ending December 31, 2026

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	320,826,057				17,953,280				353,606				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
	338,030,366				684,245				418,332				0

 

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
	303,590,041				9,406,375				257,814				25,878,713

 

5.2

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
	291,139,799				21,825,091				289,340				25,878,713

 

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
	304,123,314				8,849,859				281,057				25,878,713

 

5.4

Election of Nancy K. Buese as director until the Company’s next annual general meeting

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	310,986,011				1,983,455				284,764				25,878,713

 

5.5

Election of Nelson J. Chai as director until the Company’s next annual general meeting

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	310,809,275				2,156,668				288,287				25,878,713

 

 

5.6

Election of Michael L. Corbat as director until the Company’s next annual general meeting

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	300,032,894				12,934,567				286,769				25,878,713

 

5.7

Election of Fred Hu as director until the Company’s next annual general meeting

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	311,139,108				1,824,350				290,772				25,878,713

 

5.8

Election of Robert J. Hugin as director until the Company’s next annual general meeting

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	311,570,286				1,396,516				287,428				25,878,713

 

5.9

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
	300,011,335				12,934,808				308,087				25,878,713

 

5.10

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
	303,241,085				9,725,436				287,709				25,878,713

 

5.11

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
	261,240,340				51,733,009				280,881				25,878,713

 

5.12

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
	305,166,836				7,799,267				288,127				25,878,713

 

5.13

Election of Frances F. Townsend as director until the Company’s next annual general meeting

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	300,253,931				12,547,080				453,219				25,878,713

 

6.

Election of Evan G. Greenberg as 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
	257,446,673				55,185,489				725,717				25,775,064

 

 

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
	301,696,049				11,251,161				307,020				25,878,713

 

7.2

Election of Michael L. Corbat as Compensation Committee member until the Company’s next annual general meeting

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	306,466,577				6,485,713				301,940				25,878,713

 

7.3

Election of David H. Sidwell as Compensation Committee member until the Company’s next annual general meeting

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	273,873,190				39,077,356				303,684				25,878,713

 

7.4

Election of Frances F. Townsend as Compensation Committee member until the Company’s next annual general meeting

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	302,777,363				10,183,621				293,246				25,878,713

 

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
	338,508,401				158,739				465,803				0

 

9.

Renewal of a capital band for authorized share capital increases and reductions

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	330,556,940				8,133,261				442,742				0

 

10.

Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	306,008,978				6,936,721				308,531				25,878,713

 

11.1

Maximum compensation of the Board of Directors until the next annual general meeting

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	311,662,438				763,851				827,941				25,878,713

 

 

11.2

Maximum compensation of Executive Management for the 2027 calendar year

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	305,650,550				6,781,846				821,834				25,878,713

 

11.3

Advisory vote to approve the Swiss compensation report

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	301,088,681				11,808,686				356,863				25,878,713

 

12.

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

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	299,771,583				13,120,560				362,087				25,878,713

 

13.

Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2025

 

Shares Voted For				Shares Voted Against				Shares Abstained				Broker Non-Votes
	336,424,257				1,811,895				896,791				0

 

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)
10.1	Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

 

 

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 22, 2026