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): April 30, 2015

 


 

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

(Exact Name of Registrant as Specified in Charter)

 


 

 

Switzerland

 

001-32938

 

98-0681223

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

Gubelstrasse 24

Park Tower, 15th Floor

6300 Zug, Switzerland

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: 41-41-768-1080

 

 


 

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:

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Allied World Assurance Company Holdings, AG (the “Company”) held its 2015 Annual General Meeting of Shareholders on April 30, 2015 (the “2015 Annual Shareholder Meeting”).  At the 2015 Annual Shareholder Meeting, the Company’s shareholders approved the proposals listed in Item 5.07.  The amendments to the Company’s Articles of Association (the “Articles of Association”) listed in Proposals 1 through 6 in Item 5.07 are effective as of April 30, 2015 and are reflected in the Company’s Articles of Association, as amended and restated, attached hereto as Exhibit 3.1 and incorporated herein by reference.  The amendments to the Articles of Association to reduce the Company’s share capital through the cancellation of a portion of shares held in treasury (Proposal 17) will become effective upon the registration of such amendment with the Commercial Register in the Canton of Zug, Switzerland, at which time the Company will file amended Articles of Association.

 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

The Company’s shareholders considered the following proposals, each of which is described in greater detail in the Company’s definitive proxy statement dated March 13, 2015.

 

 

Proposal 1                                       Approval of Change of the Company’s Swiss Registered Office

 

The Company’s shareholders approved an amendment to the Articles of Association to change the Company’s Swiss Registered Office.

 

For

 

Against

 

Abstain

 

 

77,680,348

 

2,478

 

360,726

 

 

 

Proposal 2                                       Approval of the Duties of the Compensation Committee

 

The Company’s shareholders approved an amendment to the Articles of Association to define the duties of the Compensation Committee.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

69,107,299

 

3,272

 

357,785

 

8,575,196

 

 

Proposal 3                                       Approval of the Company’s Compensation Principles

 

The Company’s shareholders approved an amendment to the Articles of Association to define the Company’s compensation principles.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

68,472,226

 

638,352

 

357,778

 

8,575,196

 

 

Proposal 4                                       Approval of Notice Period Limits and a Prohibition Against Loans and Credit

 

The Company’s shareholders approved an amendment to the Articles of Association to limit the notice period in employment agreements with executive officers and agreements with directors, and to prohibit loans and credit to executives and directors.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

68,568,597

 

542,781

 

356,978

 

8,575,196

 

-2-



 

Proposal 5                                       Approval to Limit the Number of Outside Board Seats

 

The Company’s shareholders approved an amendment to the Articles of Association to limit the number of outside board seats the Company’s directors and executives may hold.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

69,069,824

 

40,748

 

357,784

 

8,575,196

 

 

Proposal 6                                       Approval of Say-on-Pay Votes as Required under Swiss Law

 

The Company’s shareholders approved an amendment to the Articles of Association to provide for say-on-pay votes as required under Swiss law.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

69,108,038

 

2,451

 

357,867

 

8,575,196

 

 

Proposal 7                                       Election of Directors

 

The Company’s shareholders elected the following directors to hold office until the Company’s Annual Shareholder Meeting in 2016:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Barbara T. Alexander

 

68,838,876

 

141,931

 

487,549

 

8,575,196

Scott A. Carmilani

 

67,486,635

 

1,406,356   

 

575,365

 

8,575,196

James F. Duffy

 

68,643,707

 

467,672

 

356,977

 

8,575,196

Bart Friedman

 

68,315,164

 

796,260

 

356,932

 

8,575,196

Patrick de Saint-Aignan

 

68,822,015

 

160,309

 

486,032

 

8,575,196

Eric S. Schwartz

 

68,969,856

 

141,523

 

356,977

 

8,575,196

Samuel J. Weinhoff

 

68,571,700

 

539,679

 

356,977

 

8,575,196

 

 

Proposal 8                                       Election of Chairman of the Board

 

The Company’s shareholders elected Scott A. Carmilani as the Chairman of the Board to hold office until the Company’s Annual Shareholder Meeting in 2016.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

56,022,866

 

12,870,731

 

574,759

 

8,575,196

 

 

Proposal 9                                       Election of Compensation Committee Members

 

The Company’s shareholders elected the following directors as members of the Compensation Committee of the Board to serve until the Company’s Annual Shareholder Meeting in 2016:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Barbara T. Alexander

 

68,852,813

 

129,866

 

485,677

 

8,575,196

James F. Duffy

 

68,901,668

 

210,013

 

356,675

 

8,575,196

Bart Friedman

 

68,685,601

 

426,065

 

356,690

 

8,575,196

Patrick de Saint-Aignan

 

68,852,469

 

130,113

 

485,774

 

8,575,196

Eric S. Schwartz

 

68,981,825

 

129,808

 

356,723

 

8,575,196

Samuel J. Weinhoff

 

68,903,475

 

208,158

 

356,723

 

8,575,196

 

-3-



 

Proposal 10                                Election of the Independent Proxy

 

The Company’s shareholders elected Buis Buergi AG as the independent proxy to serve until the conclusion of the Company’s Annual Shareholder Meeting in 2016.

 

For

 

Against

 

Abstain

 

 

77,660,786

 

7,546

 

375,220

 

 

 

 

Proposal 11                                Approve the 2015 Compensation for Executives as Required under Swiss Law

 

The Company’s shareholders approved the 2015 compensation for executives as required under Swiss law.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

68,488,982

 

615,449

 

363,925

 

8,575,196

 

 

Proposal 12                                Approve the 2015 Compensation for Directors as Required under Swiss Law

 

The Company’s shareholders approved the 2015 compensation for directors as required under Swiss law.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

68,738,428

 

227,766

 

502,162

 

8,575,196

 

 

Proposal 13                                Advisory Vote on Named Executive Officer Compensation

 

The Company’s shareholders approved an advisory vote on the Company’s named executive officer compensation.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

68,330,803

 

775,701

 

361,852

 

8,575,196

 

 

Proposal 14                                Approval of the Company’s Annual Report and Financial Statements

 

The Company’s shareholders approved the Company’s 2014 Annual Report and its consolidated financial statements and audited statutory financial statements for the year ended December 31, 2014.

 

For

 

Against

 

Abstain

 

 

77,251,320

 

2,177

 

790,055

 

 

 

 

Proposal 15                                Approval of Retention of Disposable Profits

 

The Company’s shareholders approved the retention of disposable profits.

 

For

 

Against

 

Abstain

 

 

77,641,255

 

6,557

 

395,740

 

 

 

-4-



 

Proposal 16                                Approval of Dividend Payments

 

The Company’s shareholders approved the payment of dividends to the Company’s shareholders from general legal reserve from capital contributions.

 

For

 

Against

 

Abstain

 

 

77,649,012

 

2,719

 

391,821

 

 

 

 

Proposal 17                                Approval of Cancellation of Treasury Shares

 

The Company’s shareholders approved an amendment to the Articles of Association to reduce the Company’s share capital through the cancellation of a portion of shares held in treasury.

 

For

 

Against

 

Abstain

 

 

77,669,908

 

2,802

 

370,842

 

 

 

 

Proposal 18                                Election of Auditors

 

The Company’s shareholders elected Deloitte & Touche LLP as the Company’s independent auditor and Deloitte AG as the Company’s statutory auditor, each to serve until the Company’s Annual Shareholder Meeting in 2016.

 

For

 

Against

 

Abstain

 

 

77,442,213

 

242,364

 

358,975

 

 

 

 

Proposal 19                                Election of Special Auditor

 

The Company’s shareholders elected PricewaterhouseCoopers AG as the Company’s special auditor to serve until the Company’s Annual Shareholder Meeting in 2016.

 

For

 

Against

 

Abstain

 

 

77,681,532

 

2,595

 

359,425

 

 

 

 

Proposal 20                                Approval of Granting a Discharge

 

The Company’s shareholders approved a discharge to the Company’s board of directors and executive officers from liabilities for their actions during the year ended December 31, 2014.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

68,477,261

 

86,532

 

904,563

 

8,575,196

 

-5-



 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit
Number

 

Description

 

 

 

3.1

 

Articles of Association of Allied World Assurance Company Holdings, AG, as amended and restated.

 

-6-



 

SIGNATURE

 

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.

 

 

 

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

 

 

 

 

 

 

 

 

 

 

Dated: May 6, 2015

By:

/s/ Wesley D. Dupont

 

 

Name: Wesley D. Dupont

 

 

Title: Executive Vice President & General Counsel

 

 

-7-



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

3.1

 

Articles of Association of Allied World Assurance Company Holdings, AG, as amended and restated.