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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): September 19, 2019

 

 

 

AXIS CAPITAL HOLDINGS LIMITED
(Exact Name Of Registrant As Specified In Charter)

 

 

 

Bermuda   001-31721   98-0395986
(State of Incorporation)   (Commission File No.)   (I.R.S. Employer Identification No.)

 

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):

 

¨    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 Exchange Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common shares, par value $0.0125 per share AXS New York Stock Exchange
5.50% Series D preferred shares AXS PRD New York Stock Exchange
Depositary Shares, each representing a 1/100th interest in a 5.50% Series E preferred share AXS PRE 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 Arrangements of Certain Officers.

 

(e)   On September 19, 2019, AXIS Specialty U.S. Services, Inc., a subsidiary of AXIS Capital Holdings Limited (the “Company”) entered into Amendment No. 2 (the “Amendment”) to Peter W. Wilson’s employment agreement dated June 23, 2014, as amended (the “Agreement”) to: (i) extend Mr. Wilson’s employment term for three years to December 31, 2022; and (ii) provide that if the severance benefits payable to Mr. Wilson (together with any other amounts payable to him under other compensatory arrangements) would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code, such payments shall either be reduced so that it will not constitute an excess parachute payment, or paid in full, depending upon which payment would result in his receiving the greatest after tax payment. In the case of the latter, Mr. Wilson would be liable for any excise tax owed.

 

This description is qualified in its entirety by reference to the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number   Description of Document
10.1   Amendment No. 2 to Employment Agreement dated June 23, 2014, as amended, by and between Peter W. Wilson and AXIS Specialty U.S. Services, Inc.

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description of Document
10.1   Amendment No. 2 to Employment Agreement dated June 23, 2014, as amended, by and between Peter W. Wilson and AXIS Specialty U.S. Services, Inc.

  

 

 

  

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: September 24, 2019

  AXIS CAPITAL HOLDINGS LIMITED
   
  By:    /s/ Conrad D. Brooks  
    Conrad D. Brooks  
  General Counsel  

 

 

 

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