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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): April 30, 2015
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
(Exact Name of Registrant as Specified in Charter)
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Switzerland |
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001-32938 |
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98-0681223 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
Gubelstrasse 24
Park Tower, 15th Floor
6300 Zug, Switzerland
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: 41-41-768-1080
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Allied World Assurance Company Holdings, AG (the “Company”) held its 2015 Annual General Meeting of Shareholders on April 30, 2015 (the “2015 Annual Shareholder Meeting”). At the 2015 Annual Shareholder Meeting, the Company’s shareholders approved the proposals listed in Item 5.07. The amendments to the Company’s Articles of Association (the “Articles of Association”) listed in Proposals 1 through 6 in Item 5.07 are effective as of April 30, 2015 and are reflected in the Company’s Articles of Association, as amended and restated, attached hereto as Exhibit 3.1 and incorporated herein by reference. The amendments to the Articles of Association to reduce the Company’s share capital through the cancellation of a portion of shares held in treasury (Proposal 17) will become effective upon the registration of such amendment with the Commercial Register in the Canton of Zug, Switzerland, at which time the Company will file amended Articles of Association.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s shareholders considered the following proposals, each of which is described in greater detail in the Company’s definitive proxy statement dated March 13, 2015.
Proposal 1 Approval of Change of the Company’s Swiss Registered Office
The Company’s shareholders approved an amendment to the Articles of Association to change the Company’s Swiss Registered Office.
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For |
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Against |
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Abstain |
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77,680,348 |
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2,478 |
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360,726 |
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Proposal 2 Approval of the Duties of the Compensation Committee
The Company’s shareholders approved an amendment to the Articles of Association to define the duties of the Compensation Committee.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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69,107,299 |
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3,272 |
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357,785 |
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8,575,196 |
Proposal 3 Approval of the Company’s Compensation Principles
The Company’s shareholders approved an amendment to the Articles of Association to define the Company’s compensation principles.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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68,472,226 |
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638,352 |
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357,778 |
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8,575,196 |
Proposal 4 Approval of Notice Period Limits and a Prohibition Against Loans and Credit
The Company’s shareholders approved an amendment to the Articles of Association to limit the notice period in employment agreements with executive officers and agreements with directors, and to prohibit loans and credit to executives and directors.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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68,568,597 |
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542,781 |
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356,978 |
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8,575,196 |
Proposal 5 Approval to Limit the Number of Outside Board Seats
The Company’s shareholders approved an amendment to the Articles of Association to limit the number of outside board seats the Company’s directors and executives may hold.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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69,069,824 |
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40,748 |
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357,784 |
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8,575,196 |
Proposal 6 Approval of Say-on-Pay Votes as Required under Swiss Law
The Company’s shareholders approved an amendment to the Articles of Association to provide for say-on-pay votes as required under Swiss law.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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69,108,038 |
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2,451 |
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357,867 |
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8,575,196 |
Proposal 7 Election of Directors
The Company’s shareholders elected the following directors to hold office until the Company’s Annual Shareholder Meeting in 2016:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Barbara T. Alexander |
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68,838,876 |
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141,931 |
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487,549 |
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8,575,196 |
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Scott A. Carmilani |
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67,486,635 |
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1,406,356 |
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575,365 |
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8,575,196 |
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James F. Duffy |
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68,643,707 |
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467,672 |
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356,977 |
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8,575,196 |
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Bart Friedman |
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68,315,164 |
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796,260 |
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356,932 |
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8,575,196 |
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Patrick de Saint-Aignan |
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68,822,015 |
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160,309 |
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486,032 |
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8,575,196 |
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Eric S. Schwartz |
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68,969,856 |
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141,523 |
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356,977 |
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8,575,196 |
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Samuel J. Weinhoff |
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68,571,700 |
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539,679 |
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356,977 |
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8,575,196 |
Proposal 8 Election of Chairman of the Board
The Company’s shareholders elected Scott A. Carmilani as the Chairman of the Board to hold office until the Company’s Annual Shareholder Meeting in 2016.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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56,022,866 |
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12,870,731 |
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574,759 |
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8,575,196 |
Proposal 9 Election of Compensation Committee Members
The Company’s shareholders elected the following directors as members of the Compensation Committee of the Board to serve until the Company’s Annual Shareholder Meeting in 2016:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Barbara T. Alexander |
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68,852,813 |
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129,866 |
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485,677 |
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8,575,196 |
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James F. Duffy |
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68,901,668 |
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210,013 |
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356,675 |
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8,575,196 |
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Bart Friedman |
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68,685,601 |
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426,065 |
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356,690 |
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8,575,196 |
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Patrick de Saint-Aignan |
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68,852,469 |
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130,113 |
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485,774 |
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8,575,196 |
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Eric S. Schwartz |
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68,981,825 |
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129,808 |
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356,723 |
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8,575,196 |
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Samuel J. Weinhoff |
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68,903,475 |
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208,158 |
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356,723 |
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8,575,196 |
Proposal 10 Election of the Independent Proxy
The Company’s shareholders elected Buis Buergi AG as the independent proxy to serve until the conclusion of the Company’s Annual Shareholder Meeting in 2016.
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For |
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Against |
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Abstain |
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77,660,786 |
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7,546 |
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375,220 |
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Proposal 11 Approve the 2015 Compensation for Executives as Required under Swiss Law
The Company’s shareholders approved the 2015 compensation for executives as required under Swiss law.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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68,488,982 |
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615,449 |
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363,925 |
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8,575,196 |
Proposal 12 Approve the 2015 Compensation for Directors as Required under Swiss Law
The Company’s shareholders approved the 2015 compensation for directors as required under Swiss law.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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68,738,428 |
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227,766 |
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502,162 |
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8,575,196 |
Proposal 13 Advisory Vote on Named Executive Officer Compensation
The Company’s shareholders approved an advisory vote on the Company’s named executive officer compensation.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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68,330,803 |
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775,701 |
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361,852 |
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8,575,196 |
Proposal 14 Approval of the Company’s Annual Report and Financial Statements
The Company’s shareholders approved the Company’s 2014 Annual Report and its consolidated financial statements and audited statutory financial statements for the year ended December 31, 2014.
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For |
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Against |
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Abstain |
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77,251,320 |
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2,177 |
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790,055 |
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Proposal 15 Approval of Retention of Disposable Profits
The Company’s shareholders approved the retention of disposable profits.
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For |
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Against |
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Abstain |
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77,641,255 |
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6,557 |
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395,740 |
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Proposal 16 Approval of Dividend Payments
The Company’s shareholders approved the payment of dividends to the Company’s shareholders from general legal reserve from capital contributions.
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For |
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Against |
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Abstain |
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77,649,012 |
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2,719 |
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391,821 |
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Proposal 17 Approval of Cancellation of Treasury Shares
The Company’s shareholders approved an amendment to the Articles of Association to reduce the Company’s share capital through the cancellation of a portion of shares held in treasury.
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For |
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Against |
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Abstain |
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77,669,908 |
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2,802 |
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370,842 |
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Proposal 18 Election of Auditors
The Company’s shareholders elected Deloitte & Touche LLP as the Company’s independent auditor and Deloitte AG as the Company’s statutory auditor, each to serve until the Company’s Annual Shareholder Meeting in 2016.
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For |
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Against |
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Abstain |
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77,442,213 |
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242,364 |
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358,975 |
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Proposal 19 Election of Special Auditor
The Company’s shareholders elected PricewaterhouseCoopers AG as the Company’s special auditor to serve until the Company’s Annual Shareholder Meeting in 2016.
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For |
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Against |
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Abstain |
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77,681,532 |
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2,595 |
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359,425 |
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Proposal 20 Approval of Granting a Discharge
The Company’s shareholders approved a discharge to the Company’s board of directors and executive officers from liabilities for their actions during the year ended December 31, 2014.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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68,477,261 |
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86,532 |
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904,563 |
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8,575,196 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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3.1 |
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Articles of Association of Allied World Assurance Company Holdings, AG, as amended and restated. |
SIGNATURE
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.
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ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG |
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Dated: May 6, 2015 |
By: |
/s/ Wesley D. Dupont |
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Name: Wesley D. Dupont |
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Title: Executive Vice President & General Counsel |
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EXHIBIT INDEX
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Exhibit |
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Description |
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3.1 |
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Articles of Association of Allied World Assurance Company Holdings, AG, as amended and restated. |