Current Report Filing (8-k)
February 26 2019 - 8:01AM
Edgar (US Regulatory)
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): February 20, 2019
AXIS
CAPITAL HOLDINGS LIMITED
(Exact
Name Of Registrant As Specified In Charter)
Bermuda
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001-31721
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98-0395986
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(State of
Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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92 Pitts Bay Road
Pembroke, Bermuda HM 08
(Address of principal executive offices, including zip code)
(441) 496-2600
(Registrant's telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
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):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e(4)(c))
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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.
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) On
February 21, 2019, the Board of Directors of AXIS Capital Holdings Limited (the “Company”), upon the recommendation
of its Corporate Governance and Nominating Committee, appointed Ms. Lizabeth Zlatkus as a member of the Company’s Board
of Directors and Audit and Finance Committees effective March 15, 2019. Ms. Zlatkus joins the Board as a Class II director. She
will receive the respective pro-rata portion of the annual retainer for service on the Company’s Board and Audit and Finance
Committees based on the number of days remaining in the current director compensation year at March 15, 2019. Ms. Zlatkus is not
party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K.
(e) On
February 20, 2019, the Company’s Compensation Committee approved changes to the Company’s Executive Long-Term Equity
Compensation Program. The actions taken by the Committee are the result of a comprehensive review of the structure and design
of the Company’s Executive Long-Term Equity Compensation Program and its alignment with the Company’s business objectives.
Changes to the Company’s Executive Long-Term Equity Compensation Program include:
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·
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eliminating the three-year performance look back used
to determine the grant pool size for time vested restricted stock units (“RSUs”), so that equity awards granted to
our named executive officers will be divided evenly between: (i) RSUs and (ii) performance-vesting awards (“PSUs”)
and
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·
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changing the performance metric for PSUs to relative
total shareholder return from relative growth in diluted book value per share.
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The foregoing description is a summary only
and is qualified in its entirety by reference to the Executive Long-Term Equity Compensation Program, which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure
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A copy of the press release issued on February
26, 2019 announcing Ms. Zlatkus’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
information in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended or the Exchange Act unless the Company expressly so incorporates such information by reference.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit
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Number
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Description of Document
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10.1
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Executive Long-Term Equity Compensation Program
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99.1
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Press release dated February 26, 2019
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EXHIBIT INDEX
Exhibit
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Number
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Description of Document
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10.1
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Executive Long-Term Equity Compensation Program
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99.1
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Press release dated February 26, 2019
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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
hereunto duly authorized.
Dated: February 26, 2019
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AXIS CAPITAL HOLDINGS LIMITED
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By:
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/s/ Conrad D. Brooks
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Conrad D. Brooks
General Counsel
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