Axis Capital Holdings Ltd 8-K/A, filed Jan 27, 2023
Axis Capital Holdings Ltd (AXS)
About this 8-K/A
Axis Capital Holdings Ltd filed this 8-K/A on January 27, 2023, reporting on events of December 16, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
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SECURITIES AND EXCHANGE COMMISSION
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(Amendment No. 1)
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by AXIS Capital Holdings Limited, a Bermuda company (the “Company”) on December 20, 2022 (the “Original Form 8-K”), which announced that Vincent Tizzio has been appointed to succeed Albert Benchimol as Chief Executive Officer, President and Class III director, effective as of the close of business on the date of the Company’s annual general meeting currently scheduled for May 4, 2023.
As discussed in the Original Form 8-K, the Company’s non-renewal of Mr. Benchimol’s employment agreement at the expiration of the contractual term triggers severance under Section 4(f) of the agreement (termination by executive for good reason). Accordingly, upon completion of Mr. Benchimol’s employment term through December 31, 2023 and contingent upon his execution of a general release of claims and continued compliance with the restrictive covenants in his employment agreement, Mr. Benchimol will receive the payments and benefits specified under Section 4(f) of the agreement, including certain cash severance payments, health insurance coverage and the continued vesting of his outstanding equity awards (consisting of restricted stock units (“RSUs”) and performance-vesting restricted stock units (“PSUs”)) that remain unvested as of his separation date.
On January 24, 2023, the Human Capital and Compensation Committee (the “Committee”) and independent directors of the Board approved the accelerated distribution of 50% of the number of shares covered by Mr. Benchimol’s equity awards which are outstanding as of December 31, 2023, aligned to the completion of his employment agreement (rather than requiring Mr. Benchimol to wait until the scheduled distribution dates to receive such portion of the shares underlying his awards in accordance with the terms of his employment agreement). The performance vesting of the PSUs will be calculated based on actual performance at December 31, 2023 for all outstanding PSU awards. The estimated value of Mr. Benchimol’s equity awards expected to be outstanding at December 31, 2023 is $10.1 million with estimated performance levels calculated based upon the actual performance through December 31, 2022 for the PSUs granted in 2021 and 2022 and based on deemed target level performance for the PSUs granted in 2023, and the closing price of the Company’s common stock on January 24, 2023 of $58.14 per share.
In approving the accelerated distribution for a portion of the shares underlying Mr. Benchimol’s outstanding equity awards, the Committee and independent directors considered, among other things, the desire to mitigate the potential impact of adverse tax consequences under the U.S. Internal Revenue Code related to certain deferred compensation arrangements and the benefit to having the remaining portion of the shares underlying outstanding equity awards deliver on schedule to continue to align Mr. Benchimol with the interests of the Company and its shareholders during this period.
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: January 27, 2023
| AXIS CAPITAL HOLDINGS LIMITED | |||
| By: | /s/ Conrad D. Brooks | ||
| Conrad D. Brooks | |||
| General Counsel | |||