Chubb Ltd DEFA14A, filed Apr 19, 2022
Chubb Ltd (CB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
þ Definitive Additional Materials
¨ Soliciting Material Pursuant to § 240.14a-12
Chubb Limited
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required |
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Invitation to the Annual General Meeting of Chubb Limited
Thursday, May 19, 2022, 2:45 p.m. Central European Time at the offices of Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland
NOTE: Due to the coronavirus (COVID-19) pandemic, shareholders may only exercise their rights by the independent proxy and may not attend the meeting in person
AGENDA ITEMS
ITEM 1
Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2021
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to approve Chubb Limited’s management report, standalone financial statements and consolidated financial statements for the year ended December 31, 2021.
ITEM 2
Allocation of disposable profit and distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)
| Item 2.1 | Allocation of disposable profit |
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to approve that the Company’s disposable profit (including the profit for the year and the other items as shown below and on Chubb Limited’s standalone financial statements) be carried forward. The following table shows the appropriation of available earnings as proposed by the Board of Directors for the year ended December 31, 2021:
| (in millions of Swiss francs) | |||
| Balance brought forward | 10,928 | ||
| Profit for the year | 4,330 | ||
| Cancellation of treasury shares | (398 | ) | |
| Attribution to reserve for treasury shares | 447 | ||
| Balance carried forward | 15,307 | ||
| Item 2.2 | Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) |
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors proposes:
| (a) | that an aggregate amount equal to CHF 2,200,000,000 be released from the capital contribution reserves account, a sub-account of legal reserves, and allocated to a segregated dividend reserve account from capital contribution reserves (Dividend Reserve), and |
| (b) | to distribute a dividend to the shareholders up to an aggregate amount totaling USD 3.32 per Common Share from, and limited at a maximum to the amount of, the Dividend Reserve in one or more installments, in such amounts and on such record and payment dates as determined by the Board of Directors in its discretion. |
If the Board of Directors deems it advisable for the Company, the Board of Directors shall be authorized to abstain (in whole or in part) from distributing a dividend in its discretion. The authorization of the Board of Directors to distribute the installments from the Dividend Reserve will expire on the date of the 2023 annual general meeting, on which date any balance remaining in the Dividend Reserve will be automatically reallocated to the capital contribution reserves account of legal reserves.
ITEM 3
Discharge of the Board of Directors
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to discharge the Board of Directors for the financial year ended December 31, 2021.
ITEM 4
Election of auditors
| Item 4.1 | Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor |
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to elect PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2022.
| Item 4.2 | Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting |
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to ratify the appointment of PricewaterhouseCoopers LLP (Philadelphia, Pennsylvania, United States) as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
| Item 4.3 | Election of BDO AG (Zurich) as special audit firm |
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to elect BDO AG (Zurich) as the Company’s special audit firm until our next annual general meeting.
ITEM 5
Election of the Board of Directors
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to elect each of the director nominees listed below individually to the Board of Directors until our next annual general meeting.
| Item 5.1 | Election of Evan G. Greenberg |
| Item 5.2 | Election of Michael P. Connors |
| Item 5.3 | Election of Michael G. Atieh |
| Item 5.4 | Election of Kathy Bonanno |
| Item 5.5 | Election of Sheila P. Burke |
| Item 5.6 | Election of Mary Cirillo |
| Item 5.7 | Election of Robert J. Hugin |
| Item 5.8 | Election of Robert W. Scully |
| Item 5.9 | Election of Theodore E. Shasta |
| Item 5.10 | Election of David H. Sidwell |
| Item 5.11 | Election of Olivier Steimer |
| Item 5.12 | Election of Luis Téllez |
| Item 5.13 | Election of Frances F. Townsend |
ITEM 6
Election of the Chairman of the Board of Directors
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to elect Evan G. Greenberg as Chairman of the Board of Directors until our next annual general meeting.
ITEM 7
Election of the Compensation Committee of the Board of Directors
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to elect each of the director nominees Michael P. Connors, Mary Cirillo and Frances F. Townsend individually as members of the Compensation Committee until our next annual general meeting.
| Item 7.1 | Election of Michael P. Connors |
| Item 7.2 | Election of Mary Cirillo |
| Item 7.3 | Election of Frances F. Townsend |
ITEM 8
Election of Homburger AG as independent proxy
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to elect Homburger AG as the Company’s independent proxy until the conclusion of our next annual general meeting.
ITEM 9
Amendment to the Articles of Association relating to authorized share capital for general purposes
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to approve an amendment to Article 6(a) of the Articles of Association to authorize our Board of Directors to increase the Company’s share capital within two years following the Annual General Meeting to a maximum amount equal to CHF 4,830,000,000, which amount would be divided into 200,000,000 shares, as follows:
| Artikel 6 Genehmigtes Kapital zu allgemeinen Zwecken | Article 6 Authorized Share Capital for General Purposes |
| a) Der Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit bis zum 19. Mai 2024 im Maximalbetrag von CHF 4’830’000’000 durch Ausgabe von höchstens 200’000’000 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 24.15 je Aktie zu erhöhen. | a) The Board of Directors is authorized to increase the share capital from time to time until May 19, 2024 by an amount not exceeding CHF 4,830,000,000 through the issue of up to 200,000,000 fully paid up registered shares with a nominal value of CHF 24.15 each. |
| [b)-d) bleiben unverändert.] | [b)-d) remain unchanged.] |
ITEM 10
Reduction of share capital
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to approve that (i) the Company’s share capital be reduced by CHF 318,275,265 from CHF 11,098,270,493.10 to CHF 10,779,995,228.10 by cancelling 13,179,100 registered shares with a nominal value of CHF 24.15 each, all of which are held in treasury; (ii) it be acknowledged that according to the special audit report prepared by PricewaterhouseCoopers AG (Zurich), the claims of creditors will be covered despite the capital reduction; and (iii) Article 3(a) of the Articles of Association be amended as follows:
| Artikel 3 Aktienkapital | Article 3 Share Capital | ||
| a) | Das Aktienkapital der Gesellschaft beträgt CHF 10’779’995’228.10 und ist eingeteilt in 446’376’614 auf den Namen lautende Aktien im Nennwert von CHF 24.15 je Aktie. Das Aktienkapital ist vollständig liberiert. | a) | The share capital of the Company amounts to CHF 10,779,995,228.10 and is divided into 446,376,614 registered shares with a nominal value of CHF 24.15 per share. The share capital is fully paid-in. |
| [b) bleibt unverändert.] | [b) remains unchanged.] | ||
ITEM 11
Approval of the maximum compensation of the Board of Directors and Executive Management
| Item 11.1 | Compensation of the Board of Directors until the next annual general meeting |
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to approve a maximum total of USD 4.8 million in aggregate compensation for the members of the Board of Directors until the 2023 annual general meeting.
| Item 11.2 | Compensation of Executive Management for the next calendar year |
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to approve a maximum total of USD 54 million in aggregate compensation for the members of Executive Management for the next calendar year (2023).
ITEM 12
Advisory vote to approve executive compensation under U.S. securities law requirements
PROPOSAL OF THE BOARD OF DIRECTORS
Our Board of Directors is asking shareholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC for the year ended December 31, 2021, including the Compensation Discussion & Analysis, compensation tables and related material disclosed in the proxy statement relating to our 2022 Annual General Meeting.
ITEM 13
Shareholder proposal regarding a policy restricting underwriting of new fossil fuel supplies
SHAREHOLDER PROPOSAL
Green Century Capital Management Inc., as representative of the Green Century Equity Fund, has submitted the following shareholder proposal:
Resolved: Shareholders request that Chubb’s Board of Directors adopt and disclose new policies to help ensure that its underwriting practices do not support new fossil fuel supplies, in alignment with the IEA's Net Zero Emissions by 2050 Scenario.
Our Board has considered this shareholder proposal and recommends that you vote “AGAINST” it.
ITEM 14
Shareholder proposal regarding a report on greenhouse gas emissions
SHAREHOLDER PROPOSAL
As You Sow, as representative of the As You Sow Shareholder Action Account, has submitted the following shareholder proposal:
Be It Resolved: Shareholders request that Chubb issue a report, at reasonable cost and omitting proprietary information, addressing whether and how it intends to measure, disclose, and reduce the GHG emissions associated with its underwriting, insuring, and investment activities in alignment with the Paris Agreement’s 1.5oC goal, requiring net zero emissions.
Our Board has considered this shareholder proposal and recommends that you vote “AGAINST” it.
ORGANIZATIONAL MATTERS
Important Notice Regarding Admission to the Annual General Meeting
Due to the coronavirus (COVID-19) pandemic, the Swiss government has authorized Swiss companies to direct that shareholders may only exercise their rights by the independent proxy and not in person. While participants necessary to conduct the Annual General Meeting in compliance with Swiss law will be present at the meeting location, in-person attendance by shareholders is not permitted. These measures are being taken pursuant to Swiss law and in the interest of the health and wellbeing of our shareholders, employees, participants at the Annual General Meeting and the general public, and due to uncertainties related to travel restrictions and other potential restrictions affecting the conduct of, or the participation in, the general meeting. Shareholders may only exercise their rights by providing voting instructions to the independent proxy timely in advance of the Annual General Meeting, either electronically or in writing (as described below).
Shareholders who are registered in the share register on March 25, 2022 will receive an individualized Notice of Internet Availability of Proxy Materials (which we refer to as the Notice) from our share registrar. Beneficial owners of shares will receive the Notice or proxy materials, as well as a voting instruction form, from their broker, bank, nominee or custodian acting as shareholder of record to indicate how they wish their shares to be voted.
Each share carries one vote. The exercise of voting rights is subject to the voting restrictions set out in our Articles of Association.
Beneficial owners of shares held in “street name” and shareholders of record with voting rights at the close of business on March 25, 2022 are entitled to vote at the Annual General Meeting, except that shareholders who, upon application, become registered as shareholders with respect to their shares in our share register after March 25, 2022 but on or before May 6, 2022 and wish to vote those shares at the Annual General Meeting (by way of the independent proxy) will need to obtain proxy materials by contacting Investor Relations by telephone at +1 (212) 827-4445 or via e-mail at investorrelations@chubb.com. Shareholders registered in our share register (as opposed to beneficial holders of shares held in “street name”) who have sold their shares prior to May 6, 2022 are not entitled to vote those shares at the Annual General Meeting.
Granting of proxy to the independent proxy
If you are a shareholder of record you have the right to grant your voting proxy directly to the independent proxy, Homburger AG, Prime Tower, Hardstrasse 201, CH-8005 Zurich, Switzerland, in the sense of Article 689c of the Swiss Code of Obligations by completing, signing and submitting the corresponding proxy card (including electronically).
Proxies granted to the independent proxy must be received no later than 6:00 p.m. Central European Time (12:00 noon Eastern Time) on May 18, 2022.
By signing the proxy card (including electronically) and if no other instructions are given, the shareholder instructs the independent proxy to vote in accordance with the position of the Board of Directors as to each agenda item. If a new agenda item or a new proposal for an existing agenda item is put before the Annual General Meeting and no other instructions are given, the shareholder instructs the independent proxy to vote in accordance with the position of the Board of Directors. In case a shareholder invalidates these general instructions and does not provide any other instructions, the independent proxy must abstain from voting on the shareholder’s behalf.
2022 Proxy Statement and 2021 Annual Report of Chubb Limited
Chubb Limited’s proxy statement relating to the Annual General Meeting, which includes further explanations of the agenda items described above, Chubb Limited’s 2021 Annual Report containing the Company’s audited consolidated financial statements with accompanying notes and its audited statutory standalone financial statements prepared in accordance with Swiss law, the Company’s Swiss law compensation report, management report, the statutory auditor’s report, as well as additionally required Swiss disclosures, and the statutory auditor’s report related to Agenda Item 10 above, are available on the Company’s website in the Investor Information section at http://investors.chubb.com/investor-relations/shareholder-resources/shareholder-meeting-materials/default.aspx. Copies of these documents may be obtained without charge by contacting Chubb Limited Investor Relations by telephone at +1 (212) 827-4445 or via e-mail at investorrelations@chubb.com. Copies may also be physically inspected at the offices of Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland.
Zurich, April 19, 2022
By Order of the Board of Directors,
Joseph F. Wayland
Executive Vice President, General Counsel and Secretary