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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): October 18, 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 October 18, 2018, the Board of Directors of AXIS Capital Holdings Limited (the “Company”), upon the recommendation of its Corporate Governance and Nominating Committee, appointed Ms. Elanor Hardwick as a member of the Company’s Board effective November 1, 2018. Ms. Hardwick joins the Board as a Class I director. She will receive the respective pro-rata portion of the annual retainer for service on the Board based on the number of days remaining in the current director compensation year at November 1, 2018. Ms. Hardwick is not party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K. 


Item 7.01Regulation FD Disclosure


A copy of the press release issued on October 23, 2018 announcing Ms. Hardwick’s appointment 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 9.01Financial Statements and Exhibits




Number Description of Document
99 Press release dated October 23, 2018







Number Description of Document
99 Press release dated October 23, 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:  October 23, 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 Anna Kukowski
AXIS Capital Holdings Limited AXIS Capital Holdings Limited  
+1 212-940-3339 +1 212-715-3574





PEMBROKE, Bermuda – October 23, 2018 – AXIS Capital Holdings Limited (“AXIS Capital” or “the Company”) (NYSE: AXS) announced today that Elly Hardwick has been appointed to the Company’s Board of Directors, effective November 1, 2018. A leader in the FinTech industry, Ms. Hardwick has held senior leadership roles at Credit Benchmark Ltd., Thomson Reuters and, most recently, Deutsche Bank AG, where she was Head of Innovation.


“Elly brings experience driving innovation and strategy at world-class companies, coupled with the perspective of serving in key leadership positions within organizations crossing financial services, media and government,” said Michael A. Butt, Chairman of AXIS Capital’s Board of Directors. “Her insights and leadership will be invaluable as we position AXIS to capitalize upon the digital and technological revolution that is transforming the insurance and reinsurance marketplace.”


Prior to joining AXIS, Ms. Hardwick led innovation across Deutsche Bank’s business lines and functions globally, supporting the company’s digital strategy development. Previously, she was Chief Executive Officer of Credit Benchmark Ltd., a FinTech start-up and provider of credit risk data, leading the company from its foundation in 2012. Prior to that, Ms. Hardwick held a succession of senior leadership positions at Thomson Reuters, including Global Head of Strategy, Investment and Advisory; Global Head of Professional Publishing; and Head of Strategy for Europe and Asia. Ms. Hardwick has also worked at Morgan Stanley International, Booz-Allen & Hamilton and the United Kingdom’s Department of Trade and Industry. She earned an M.B.A. from Harvard Business School and an M.A. from the University of Cambridge.





“I am pleased to join the Board of Directors at AXIS Capital during an exciting period of change, innovation and technological acceleration for the Company,” said Ms. Hardwick. “Having worked at the intersection of business and technology throughout my career, I firmly believe there is tremendous opportunity ahead for AXIS. I look forward to working with the Company’s Board of Directors and its leadership to help tap into the organization’s significant potential.”


Ms. Hardwick’s appointment increases the size of the AXIS Capital Board of Directors to 12 members, 10 of whom are independent directors.

About AXIS Capital

AXIS Capital, through its operating subsidiaries, is a global provider of specialty lines insurance and treaty reinsurance with shareholders’ equity at June 30, 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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