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

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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 the
Securities Exchange Act of 1934

 

Date of Report (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 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))

 

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 Shares, each representing a 1/100th 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 5.02Departure of Directors or Certain Officers; Election of 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 7.01Regulation 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 9.01Financial 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

 

 

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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
investorrelations@axiscapital.com         anna.kukowski@axiscapital.com  
(212) 940-3339 (212) 715-3574

 

GREETHAM, ZELLER RETIRE FROM AXIS BOARD OF 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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