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, 2013
ACE LIMITED
(Exact name of registrant as specified in its charter)
Switzerland (State or other jurisdiction of |
1-11778 (Commission File Number) |
98-0091805 (I.R.S. Employer Identification No.) |
Baerengasse 32
CH-8001 Zurich, Switzerland
(Address of principal executive offices)
Registrants 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))
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) At the companys 2013 annual general meeting, the companys shareholders approved the ACE Limited 2004 Long-Term Incentive Plan, as amended through the sixth amendment, (the LTIP) increasing the number of common shares reserved for delivery under the LTIP by 8,000,000 shares, which shares are in addition to the 30,600,000 common shares previously reserved under the LTIP. In addition to increasing the number of common shares available for issuance, the sixth amendment also increased by 3,200,000 shares the sublimit that restricts the ability to grant full value awards under the LTIP. A more complete description of the LTIP is contained in companys proxy statement, dated April 5, 2013, as filed with the Securities and Exchange Commission, under the heading Agenda Item No. 7: Approval of ACE Limited 2004 Long-Term Incentive Plan as Amended through the Sixth Amendment, which is hereby incorporated herein by reference. For the full text of the LTIP, see Exhibit 10.1 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 companys 2013 annual general meeting, the companys shareholders approved an amendment to Article 17(a) of the Articles of Association to authorize the declassification of the companys board of directors commencing at the companys annual general meeting in 2014, at which time directors will stand for election for one-year terms. Directors who were elected at the companys 2013 or 2012 annual general meetings whose terms will expire in 2015 or 2016 will continue to hold office until the end of the terms for which they were elected. All directors will be elected on an annual basis beginning with the companys 2016 annual general meeting, as further described in the companys proxy statement dated April 5, 2013, under the heading Agenda Item No.2: Approval of the Articles of Association to Declassify the Board of Directors. Such amendment to Article 17(a) of the Articles of Association will become effective with its registration in the Commercial Register of the Canton of Zurich, Switzerland (the Swiss Commercial Register). Filing of the Articles of Association with the Swiss Commercial Register occurred on May 17, 2013 and registration is expected to be effective on or about May 21, 2013.
At the companys 2013 annual general meeting, the companys shareholders also prospectively approved amendments to the companys 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 companys proxy statement dated April 5, 2013, under the heading Agenda Item No.8: 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.
On May 16, 2013, the board of directors of the company amended Section 7 of the companys Organizational Regulations primarily to reflect the changes to the compensation committees authority, duties and responsibilities required by the amended listing standards of the New York Stock Exchange. A copy of the amended Organizational Regulations is attached hereto as Exhibit 3.2 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 16, 2013 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 | |||
276,702,956 | 7,441,257 | 191,619 | 11,796,758 |
1.2 | Election of Peter Menikoff |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
260,209,637 | 23,930,719 | 195,476 | 11,796,758 |
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1.3 | Election of Robert Ripp |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
259,359,847 | 24,783,192 | 192,793 | 11,796,758 |
1.4 | Election of Theodore E. Shasta |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
282,920,636 | 1,223,432 | 191,764 | 11,796,758 |
2. | Amendment of the Articles of Association to declassify the Board of Directors |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
283,895,754 | 74,729 | 365,349 | 11,796,758 |
3.1 | Approval of the annual report |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
294,840,023 | 12,512 | 1,280,055 | 0 |
3.2 | Approval of the statutory financial statements of ACE Limited |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
294,823,887 | 19,325 | 1,289,378 | 0 |
3.3 | Approval of the consolidated financial statements |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
294,808,811 | 28,943 | 1,294,836 | 0 |
4. | Allocation of disposable profit |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
295,450,384 | 321,391 | 360,815 | 0 |
5. | Discharge of the Board of Directors |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
278,819,980 | 531,379 | 4,910,390 | 11,796,758 |
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The voting results for Agenda Item No. 5 exclude shares held by the companys directors and executive officers, who are not permitted by law to vote their shares on the discharge of the Board of Directors.
6.1 | Election of PricewaterhouseCoopers AG (Zurich) as the companys statutory auditor until the companys next annual ordinary general meeting |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
293,952,539 | 1,045,007 | 1,135,044 | 0 |
6.2 | 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, 2013 |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
293,881,815 | 1,018,912 | 1,231,863 | 0 |
6.3 | Election of BDO AG (Zurich) as special auditing firm until the companys next annual ordinary general meeting |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
295,589,525 | 249,625 | 293,440 | 0 |
7. | Approval of the ACE Limited 2004 Long-Term Incentive Plan as amended through the six amendment |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
277,110,499 | 6,654,393 | 570,940 | 11,796,758 |
8. | Approval of the payment of a distribution to shareholders through reduction of the par value of the companys shares, such payment to be made in four quarterly installments at such times during the period through the companys next annual general meeting as shall be determined by the Board of Directors |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
294,795,736 | 1,017,267 | 319,587 | 0 |
9. | Advisory vote to approve executive compensation |
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
274,151,726 | 9,490,936 | 693,170 | 11,796,758 |
Under the companys Articles of Association, shareholder approval of proposals is generally determined by simple majority of votes cast, such that abstentions and broker non-votes are disregarded in the tabulation of the vote to determine approval. At the 2013 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 above.
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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 | |
3.2 |
Organizational Regulations of the company as amended | |
4.1 |
Articles of Association of the company as amended (Incorporated by reference to Exhibit 3.1) | |
4.2 |
Organizational Regulations of the company as amended (Incorporated by reference to Exhibit 3.2) | |
10.1 |
ACE Limited 2004 Long-Term Incentive Plan (as amended through the Sixth Amendment)* |
* | Management Contract and Compensation Plan |
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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 20, 2013
EXHIBIT INDEX
Exhibit Number |
Description | |
3.1 |
Articles of Association of the company as amended | |
3.2 |
Organizational Regulations of the company as amended | |
4.1 |
Articles of Association of the company as amended (Incorporated by reference to Exhibit 3.1) | |
4.2 |
Organizational Regulations of the company as amended (Incorporated by reference to Exhibit 3.2) | |
10.1 |
ACE Limited 2004 Long-Term Incentive Plan (as amended through the Sixth Amendment) * |
* | Management Contract or Compensation Plan |