New Jersey | 1-8661 | 13-2595722 | ||
(State or other jurisdiction of | (Commission | (IRS Employer | ||
incorporation) | File Number) | Identification No.) |
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey | 07061-1615 | |
(Address of principal executive offices) | (Zip Code) |
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)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) | On June 11, 2008, the Board of Directors of The Chubb Corporation (Chubb) appointed James M. Zimmerman as a member of Chubbs Board of Directors, filling an existing vacancy. In addition, Mr. Zimmerman was appointed to the Organization & Compensation Committee of Chubbs Board of Directors. | ||
Mr. Zimmerman is an independent director. There is no arrangement or understanding between Mr. Zimmerman and any other persons or entities pursuant to which Mr. Zimmerman was appointed as a director. Since January 1, 2008, neither Mr. Zimmerman nor any immediate family member of Mr. Zimmerman has been a party to any transaction or currently proposed transaction with Chubb that is reportable under Item 404(a) of Regulation S-K. | |||
Upon his appointment to the Board, Mr. Zimmerman became entitled to a prorated portion of Chubbs $60,000 annual non-employee director retainer fee in the amount of $35,000, a prorated portion of Chubbs Organization & Compensation Committees $7,500 retainer in the amount of $4,375 and a prorated equity award under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004) (the Director Plan) in the form of 1,301 total shareholder return units and 433 fully vested stock units. Going forward, Mr. Zimmerman will participate in Chubbs compensation and benefit programs on the same basis as Chubbs other non-employee directors. Information regarding Chubbs annual non-employee director retainer fee, committee retainers, the Director Plan and Chubbs other compensation and benefit programs for non-employee directors is set forth in Chubbs proxy statement dated March 20, 2008 under the heading Corporate Governance Director Compensation. |
THE CHUBB CORPORATION |
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Date: June 16, 2008 | By: | /s/ W. Andrew Macan | ||
Name: | W. Andrew Macan | |||
Title: | Vice President and Secretary | |||