8-K
Axis Capital Holdings Ltd (AXS)
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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 theSecurities Exchange Act of 1934
Date ofReport (Date of earliest event reported): December 8, 2020
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 RoadPembroke, 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 |
| Depositary<br> Shares, each representing a 1/100^th^ 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; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
(b) On December 8, 2020, Christopher V. Greetham and Wilhelm Zeller provided notice of their intention to retire from the Board of Directors of AXIS Capital Holdings Limited (the “Company”) effective December 31, 2020.
| Item 7.01 | Regulation FD Disclosure |
|---|
A copy of the press release issued on December 10, 2020, announcing Messrs. Greetham and Zeller’s retirements is attached as Exhibit 99 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 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.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit | |
| --- | --- |
| Number | Description of Document |
| 99 | Press Release dated December 10, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 10, 2020
| AXIS CAPITAL HOLDINGS LIMITED | |
|---|---|
| By: | /s/ Conrad D. Brooks |
| Conrad D. Brooks | |
| General Counsel |
Exhibit 99
| Investor Contact | Media Contact |
|---|---|
| Matt Rohrmann | Anna Kukowski |
| AXIS Capital Holdings Limited | AXIS Capital Holdings Limited |
| investorrelations@axiscapital.com | anna.kukowski@axiscapital.com |
| (212) 940-3339 | (212) 715-3574 |
GREETHAM, ZELLER RETIRE FROM AXIS BOARDOF DIRECTORS
PEMBROKE, Bermuda, December 10, 2020 – AXIS Capital Holdings Limited ("AXIS Capital") (NYSE:AXS), today announced the retirement of Christopher V. Greetham and Wilhelm Zeller, two longtime members of the Company’s Board of Directors, effective December 31, 2020.
“We are grateful for the tremendous leadership and invaluable counsel that Chris and Willie provided to AXIS, particularly in helping the Company navigate through a period of significant transformation,” said Henry Smith, Chairman of AXIS Capital. “Their wisdom and knowledge have made AXIS a stronger company, as over the years we have particularly benefited from Willie’s deep reinsurance expertise and Chris’ expansive knowledge in the finance and risk arenas.”
Albert A. Benchimol, AXIS President and CEO added, “I want to express my deep appreciation to Chris and Willie for all of their contributions, insights and counsel over many years. Chris and Willie’s leadership on the Board will be greatly missed, and I am deeply grateful for their significant contributions.”
Mr. Greetham has served as a member of the AXIS Board of Directors since October of 2006 and Mr. Zeller joined the Board in July of 2009. Since 2018, the Company has added five new directors to its Board.
About AXIS Capital
AXIS Capital, through its operating subsidiaries, is a global provider of specialty lines insurance and treaty reinsurance with shareholders' equity at September 30, 2020 of $5.3 billion and locations in Bermuda, the United States, Europe, Singapore, Canada and the Middle East. Its operating subsidiaries have been assigned a rating of "A+" ("Strong") by Standard & Poor's and "A" ("Excellent") by A.M. Best. For more information about AXIS Capital, visit our website at www.axiscapital.com. Follow AXIS Capital on LinkedIn and Twitter.
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