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Section 1: 8-K (FORM 8-K)



securities and exchange commission
Washington, D.C. 20549








Current Report


Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 27, 2018 (June 26, 2018)



(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))


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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(d) On June 26, 2018, the Board of Directors of AXIS Capital Holdings Limited (the “Company”), upon the recommendation of its Corporate Governance and Nominating Committee, appointed Ms. Barbara Yastine as a member of the Company’s Board effective July 1, 2018. Ms. Yastine joins the Board as a Class I director and will also serve on the Board’s Audit Committee effective September 1, 2018. Ms. Yastine will receive the respective pro-rata portions of the annual retainers for service on the Board and the Audit Committee based on the number of days remaining in the current director compensation year at July 1, 2018 and September 1, 2018, respectively. Ms. Yastine is not party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K. 


A copy of the Company’s press release issued on June 27, 2018 regarding Ms. Yastine’s appointment is filed as Exhibit 99 to this Form 8-K.


Item 9.01Financial Statements and Exhibits


(d) Exhibits


Number Description of Document
99 Press release dated June 27, 2018









Number Description of Document
99 Press release dated June 27, 2018







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: June 27, 2018

  By: /s/ Conrad D. Brooks
    Conrad D. Brooks
    General Counsel



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Section 2: EX-99 (EXHIBIT 99)

Exhibit 99


Investor Contact Media Contact
Matt Rohrmann Keith Trivitt
AXIS Capital Holdings Limited AXIS Capital Holdings Limited
(212) 940-3339 (212) 715-3557





PEMBROKE, Bermuda, June 27, 2018 – AXIS Capital Holdings Limited ("AXIS Capital" or “the Company”) (NYSE: AXS) today announced that Barbara A. Yastine has been appointed to the Company’s Board of Directors, effective July 1, 2018. A respected leader in the financial services and risk management sectors, Ms. Yastine was previously the CEO at Ally Bank and also served in the CFO role at Credit Suisse First Boston and in Citigroup’s Global Corporate and Investment Bank. AXIS Capital also announced that Ms. Yastine will join the Board’s Audit Committee, effective September 1, 2018.


“Barbara is an exceptional addition to our Board. She is a leader who brings deep knowledge and perspective of financial services and risk management, and is well-attuned to the trends that are reshaping the marketplace,” said Michael A. Butt, Chairman of AXIS Capital’s Board of Directors. “AXIS will benefit significantly from Barbara’s counsel, including her understanding of how to drive profitable growth through innovation.”


Ms. Yastine has held a number of senior-level management positions throughout her career. She is the past Chair, CEO and President of Ally Bank, where she guided the company’s growth in the digital and ecommerce space. Prior to that, she was Chief Administrative Officer of the bank’s parent company, Ally Financial. Before Ally Bank, Ms. Yastine was Principal of Southgate Alternative Investments, a start-up diversified alternative asset manager. Prior to Southgate, she had been CFO of Credit Suisse First Boston. Ms. Yastine also spent 15 years at Citigroup and its predecessor companies, where she held several management positions, including CFO of Citigroup’s Global Corporate and Investment Bank, Chief Auditor and Chief Administrative Officer for its Global Consumer division. She is also a past Co-CEO of Lebenthal Holdings LLC.


Ms. Yastine currently serves on the Board of Directors of First Data Corporation, Primerica Inc. and Zions Bancorporation.





“AXIS is a remarkable company that in a short period of time has grown from a start-up to a relevant player in the global specialty (re)insurance industry, and the organization is well-positioned to further grow its leadership in the sector,” said Ms. Yastine. “With big data, new technologies and innovation reshaping the (re)insurance industry, there is a unique opportunity for AXIS to leverage this change to its advantage. I look forward to working with the Board of Directors and AXIS leadership to help the Company tap into its significant potential.”


The Board appointed Ms. Yastine following an extensive search. Ms. Yastine’s appointment increases the size of the AXIS Capital Board to 11 members, nine of whom are independent directors.


About AXIS Capital


AXIS Capital is a Bermuda-based global provider of specialty lines insurance and treaty reinsurance with total shareholders' equity at March 31, 2018, of $5.3 billion and locations in Bermuda, the United States, Europe, Singapore, Middle East, Canada, and Latin America. Its operating subsidiaries have been assigned a rating of "A+" ("Strong") by Standard & Poor's and "A+" ("Superior") by A.M. Best. For more information about AXIS Capital, visit our website at


Follow AXIS Capital on LinkedIn and Twitter.




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