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): June 17, 2021
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) On June 17, 2021, AXIS Specialty U.S. Services, Inc., a subsidiary of AXIS Capital Holdings Limited (the “Company”) entered into amendments to employment agreements with (i) Peter Vogt, the Company’s Chief Financial Officer, to update the agreement to (a) reflect Mr. Vogt’s current target annual bonus as described in the Company’s 2021 proxy statement; and (b) amend his base salary and annual target long-term incentive award; and (ii) David Phillips, the Company’s Chief Investment Officer, to amend Mr. Phillips’ base salary and annual target long-term incentive award.
Both amendments are effective July 1, 2021.
This description is qualified in its entirety by reference to the amendments, which are included as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit | |
| Number | Description of Document |
| 10.1 | Amendment No. 2 to Employment Agreement by and between Peter Vogt and AXIS Specialty U.S. Services, Inc. dated June 17, 2021. |
| 10.2 | Amendment No. 1 to Employment Agreement by and between David Phillips and AXIS Specialty U.S. Services, Inc. dated June 17, 2021. |
| 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: June 21, 2021
| AXIS CAPITAL HOLDINGS LIMITED | ||
| By: | /s/ Conrad D. Brooks | |
| Conrad D. Brooks | ||
| General Counsel | ||
Exhibit 10.1
AMENDMENT NO. 2
to
EMPLOYMENT AGREEMENT
dated December 11, 2017
by and between
AXIS Specialty U.S. Services, Inc. (the “Company”)
and
Peter Vogt (the “Executive”)
Dated: June 17, 2021
WHEREAS, the Company and the Executive entered into an employment agreement dated December 11, 2017, subsequently amended by Amendment No. 1 dated October 2, 2020 (the “Agreement”); and
WHEREAS, the Compensation Committee of the Board of Directors of AXIS Capital Holdings Limited, the Company and the Executive have determined that it is in the best interests of the Company, AXIS Capital Holdings Limited and its shareholders to amend certain components of the Executive’s compensation;
NOW, THEREFORE, the Agreement is hereby amended, effective as of July 1, 2021, as follows:
| 1. | Section 2(a) of the Agreement (Compensation and Benefits) is hereby amended to replace the reference to “$550,000” in the first line thereof with “$675,000”. |
| 2. | Section 2(b) of the Agreement (Compensation and Benefits) is hereby amended to replace the reference to “115%” in the second line thereof with “125%”. |
| 3. | Section 2(c) of the Agreement (Compensation and Benefits) is hereby amended to replace the reference to “$1,000,000” in the third line thereof with “$1,200,000”. |
| 4. | Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as of the date first above written.
| AXIS SPECIALTY U.S. SERVICES, INC. | |||
| By: | /s/ Noreen McMullan | ||
| Name: | Noreen McMullan | ||
| Title: | Executive Vice President | ||
| Accepted and Agreed: | |||
| /s/ Peter Vogt | |||
| Peter Vogt | |||
Exhibit 10.2
AMENDMENT NO. 1
to
EMPLOYMENT AGREEMENT
dated March 21, 2014
by and between
AXIS Specialty U.S. Services, Inc. (the “Company”)
and
David Phillips (the “Executive”)
Dated: June 17, 2021
WHEREAS, the Company and the Executive entered into an employment agreement dated March 21, 2014 (the “Agreement”); and
WHEREAS, the Compensation Committee of the Board of Directors of AXIS Capital Holdings Limited, the Company and the Executive have determined that it is in the best interests of the Company, AXIS Capital Holdings Limited and its shareholders to amend certain components of the Executive’s compensation;
NOW, THEREFORE, the Agreement is hereby amended, effective as of July 1, 2021, as follows:
| 1. | Section 2(a) of the Agreement (Compensation and Benefits) is hereby amended to replace the reference to “575,000” in the second line thereof with “$625,000”. |
| 2. | Section 2(c) of the Agreement (Compensation and Benefits) is hereby amended to replace the reference to “$720,000” in the fifth line thereof with “$1,000,000”. |
| 3. | Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the date first above written.
| AXIS SPECIALTY U.S. SERVICES, INC. | |||
| By: | /s/ Noreen McMullan | ||
| Name: | Noreen McMullan | ||
| Title: | Executive Vice President | ||
| Accepted and Agreed: | |||
| /s/ David Phillips | |||
| David Phillips | |||