Chubb Ltd
For the period ended May 16, 2024. Filed Apr 1, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 1, 2024
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Contents
SECTION 6. DEFINED TERMS A-5
Annex A —Chubb Limited Employee Stock Purchase Plan
4.3. Powers of Committee. The authority to manage and control the operation and administration of the Plan shall be vested in the Committee, subject to the following:
(a)
Subject to the provisions of the Plan, the Committee will have the authority and discretion to establish the terms, conditions, restrictions, and other provisions applicable to the right to purchase shares of Stock under the Plan.
(b)
The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.
(c)
Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.
4.4. Delegation by Committee. Except to the extent prohibited by the provisions of Rule 16b-3 of the Exchange Act, applicable local law, the applicable rules of any stock exchange, or any other applicable rules, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.
4.5. Information to be Furnished to Committee. The Employers and Related Companies shall furnish the Committee with such data and information as may be required for it to discharge its duties. The records of the Employers and Related Companies as to an employee’s or Participant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.
4.6. Liability and Indemnification of Committee. No member or authorized delegate of the Committee shall be liable to any person for any action taken or omitted in connection with the administration of the Plan unless attributable to his own fraud or willful misconduct; nor shall the Employers be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director or employee of the Employers. The Committee, the individual members thereof, and persons acting as the authorized delegates of the Committee under the Plan, shall be indemnified by the Employers, to the fullest extent permitted by law, against any and all liabilities, losses, costs and expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or its members or authorized delegates by reason of the performance of a Committee function if the Committee or its members or authorized delegates did not act dishonestly or in willful violation of the law or regulation under which such liability, loss, cost or expense arises. This indemnification shall not duplicate but may supplement any coverage available under any applicable insurance.
Section 5.
Amendment and Termination
The Board may, at any time, amend or terminate the Plan, provided that, subject to subsection 3.3 (relating to certain adjustments to shares), no amendment or termination may adversely affect the rights of any Participant or beneficiary with respect to shares that have been purchased prior to the date such amendment is adopted by the Board. No amendment of the Plan may be made without approval of the Company’s shareholders to the extent that such approval is required to maintain compliance with the requirements of Code section 423.
Section 6.
Defined Terms
For purposes of the Plan, the terms listed below shall be defined as follows:
(a)
Compensation. Unless otherwise specified by the Committee prior to the start of a Subscription Period, the term “Compensation” means the regular base salary paid to a Participant by an Employer for the applicable period specified in Section 2.2. The following items of compensation shall not be included in base salary: (i) all overtime payments, bonuses, commissions, profit-sharing distributions, payments relating to stock options or other equity-based awards and other incentive-type payments, and (ii) any and all contributions made on the Participant’s behalf by the Company or any Related Company under any employee benefit or welfare plan now or hereafter established.
(b)
Dollars. As used in the Plan, the term “dollars” or numbers preceded by the symbol “$” shall mean amounts in United States Dollars.
| | Chubb Limited 2024 Proxy Statement | | | A-5 | |
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(c)
Employer. The Company and each Related Company which, with the consent of the Company, adopts the Plan for the benefit of its eligible employees are referred to collectively as the “Employers” and individually as an “Employer”.
(d)
Fair Market Value. The “Fair Market Value” of a share of Stock of the Company as of any date shall be the closing market composite price for such Stock as reported for the New York Stock Exchange — Composite Transactions on that date or, if Stock is not traded on that date, on the next preceding date on which Stock was traded.
(e)
Participant. The term “Participant” means any employee of an Employer who is eligible and elects to participate pursuant to the provisions of Section 2.
(f)
Related Companies. The term “Related Company” means any company during any period in which it is a “subsidiary corporation” (as that term is defined in Code section 424(f)) with respect to the Company.
| | A-6 | | | Chubb Limited 2024 Proxy Statement | |
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1 U P XUsing a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.03YFTFAnnual Meeting Proxy CardA Non-Voting ItemsPlease sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full titleas such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership or limited liability company, please sign in partnership or limited liabilitycompany name by authorized person.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowCHUBB LIMITED — THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby appoints Homburger AG as independent proxy, and hereby authorizes it to represent and to vote, as directed below, all the CommonShares of Chubb Limited that the undersigned is entitled to vote at the Annual General Meeting to be held at 2:45 p.m. Central European Time on May 16, 2024at the Company’s offices at Bärengasse 32, CH-8001 Zurich, Switzerland. This proxy, when properly executed, will be voted as the undersigned directs herein.If no specific instructions are given herein, the undersigned hereby instructs the independent proxy to vote “FOR” each of Agenda Items 1 - 14 (includingeach subpart thereof) and “AGAINST” each of Agenda Items 15 - 16. If a new agenda item or a new proposal for an existing agenda item is put before theAnnual General Meeting and no specific instructions are given herein, the undersigned hereby instructs the independent proxy to vote in accordance withthe position of the Board of Directors. In order to assure that your votes are tabulated in time to be voted at the Annual General Meeting, you must submityour proxy card so that it is received by 12:00 p.m. Eastern Time (6:00 p.m. Central European Time) on May 15, 2024.* Please see reverse side for proposals to be voted *Change of Address — Please print new address below. Comments — Please print your comments below. Meeting AttendanceMark box to the right ifyou plan to attend theAnnual Meeting.You may vote online instead of mailing this card.OnlineGo to www.envisionreports.com/CB or scanthe QR code — login details are located inthe shaded bar below.Save paper, time and money!Sign up for electronic delivery atwww.envisionreports.com/CBVotes submitted electronically must be receivedby 12:00 p.m. Eastern Time (6:00 p.m. CentralEuropean Time) on May 15, 2024Your vote matters – here’s how to vote!
- Approval of the Sustainability Report of Chubb Limited forthe year ended December 31, 2023Proposals — The Board of Directors of the Company recommends that you vote your shares “FOR” each of the Agenda Items 1 – 14 (including eachsubpart thereof) and “AGAINST” C each of the Agenda Items 15 - 16.1. Approval of the management report, standalone financialstatements and consolidated financial statements of ChubbLimited for the year ended December 31, 2023For Against Abstain2.1 Allocation of disposable profit2. Allocation of disposable profit and distribution of a dividendfrom reserves* Please see reverse side for required signature *Small steps make an impact.Help the environment by consenting to receive electronicdelivery, sign up at www.envisionreports.com/CBChubb Limited2.2 Distribution of a dividend out of legal reserves (by wayof release and allocation to a dividend reserve)3. Discharge of the Board of Directors4.1 Election of PricewaterhouseCoopers AG (Zurich) as ourstatutory auditor4. Election of Auditors4.2 Ratification of appointment of PricewaterhouseCoopers LLP(United States) as independent registered public accountingfirm for purposes of U.S. securities law reporting4.3 Election of BDO AG (Zurich) as special audit firm5.1 – Evan G. Greenberg5. Election of the Board of Directors5.2 – Michael P. Connors5.3 – Michael G. Atieh5.4 – Nancy K. Buese5.5 – Sheila P. Burke5.6 – Nelson J. Chai5.7 – Michael L. Corbat5.8 – Robert J. Hugin5.9 – Robert W. Scully5.10 – Theodore E. Shasta5.11 – David H. Sidwell5.12 – Olivier Steimer5.13 – Frances F. Townsend6. Election of Evan G. Greenberg as Chairman of theBoard of DirectorsFor Against AbstainFor Against Abstain7.1 - Michael P. Connors7. Election of the Compensation Committee of the Boardof Directors7.2 - David H. Sidwell7.3 - Frances F. Townsend8. Election of Homburger AG as independent proxy11. Approval of the amended and restated Chubb LimitedEmployee Stock Purchase Plan10. Approval of a capital band for authorized share capitalincreases and reductions9. Cancellation of repurchased shares12.1 Maximum compensation of the Board of Directorsuntil the next annual general meeting12. Approval of the compensation of the Board of Directorsand Executive Management under Swiss law requirements12.2 Maximum compensation of ExecutiveManagement for the 2025 calendar year13. Advisory vote to approve executive compensation underU.S. securities law requirements15. Shareholder proposal on Scope 3 greenhouse gas emissionsreporting, if properly presented12.3 Advisory vote to approve the Swisscompensation report16. Shareholder proposal on pay gap reporting, if properlypresentedIf a new agenda item or a new proposal for an existing agendaitem is put before the meeting, I/we hereby authorize andinstruct the independent proxy to vote as follows:For = In accordance with the position of the Board of DirectorsAgainst = Against new items and proposalsAbstain = Abstain on new items and proposals
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