UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant To Section 13
or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
(Exact name of registrant as specified in its charter)
(State
or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer Identification No.)
|
CH-
(Address of principal executive offices)
Registrant’s telephone number,
including area code: +
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) |
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| 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 Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As previously disclosed, at the Chubb Limited (“Company”) Annual General Meeting of Shareholders, held on May 19, 2022, shareholders approved the cancellation of 13,179,100 shares repurchased by the Company during the last six months of 2021 and an amendment to Article 3(a) of the Company’s Articles of Association to effect the resulting share capital reduction, all as further described in the Company’s Annual General Meeting Proxy Statement under the heading “Agenda Item 10: Reduction of Share Capital”.
The effectiveness of the capital reduction by cancellation of shares was subject to publication requirements and a two-month waiting period in accordance with Swiss law.
On August 4, 2022, the share capital reduction and amendment to Article 3(a) of the Company’s Articles of Association became effective.
A copy of the amended Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number | Description | ||
| 3.1 | Articles of Association of the Company as amended | ||
| 4.1 | Articles of Association of the Company as amended (Incorporated by reference to Exhibit 3.1) | ||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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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.
| CHUBB LIMITED | ||
| By: | /s/ Joseph F. Wayland | |
| Joseph F. Wayland | ||
| General Counsel | ||
| DATE: August 9, 2022 | ||
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