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): January 5, 2022
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 |
On January 5, 2022, AXIS Capital Holdings Limited, a Bermuda company (the “Company”), announced that Peter Wilson, Chief Executive Officer of AXIS Insurance, will be leaving the Company effective December 31, 2022 timed to the completion of his employment agreement. Mr. Wilson will serve in his current role until May 31, 2022 and will serve in a transitional role from June 1 until December 31, 2022. Vincent Tizzio will succeed Mr. Wilson as Chief Executive Officer of AXIS Insurance effective June 1, 2022.
Under Mr. Wilson’s employment agreement, a non-renewal of the agreement constitutes a termination without cause. Accordingly, upon completion of his contract and in connection with Mr. Wilson’s execution of a general release of claims and continued compliance with the restrictive covenants in his employment agreement, Mr. Wilson will receive the payments and benefits required in connection with the Company’s non-renewal of the employment agreement, including the continued vesting of his outstanding equity awards that remain unvested as of his separation date.
| Item 7.01 | Regulation FD Disclosure |
On January 5, 2022, the Company issued a press release announcing the leadership transition within the Insurance segment as described in this Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
| Number | Description of Document |
| 99.1 | Press release dated January 5, 2022 |
| 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: January 5, 2022
| AXIS CAPITAL HOLDINGS LIMITED | |||
| By: | /s/ Conrad D. Brooks | ||
| Conrad D. Brooks | |||
| General Counsel | |||
Exhibit 99.1
| Investor Contact | Media Contact |
| Matt Rohrmann | Joe Cohen |
| AXIS Capital Holdings Limited | AXIS Capital Holdings Limited |
| investorrelations@axiscapital.com | joseph.cohen@axiscapital.com |
| (212) 940-3339 | (212) 715-3524 |
AXIS ANNOUNCES LEADERSHIP TRANSITION WITHIN INSURANCE SEGMENT
AXIS INSURANCE CEO PETER WILSON TO DEPART COMPANY AT END OF YEAR; VINCENT C. TIZZIO APPOINTED SENIOR ADVISOR – INSURANCE MARKET STRATEGY AND FUTURE CEO OF AXIS INSURANCE
PEMBROKE, Bermuda – January 5, 2022 – AXIS Capital Holdings Limited ("AXIS Capital") (NYSE:AXS), today announced a planned executive transition within the Insurance segment. Specifically:
| · | Peter Wilson, currently CEO of the Insurance segment, will depart AXIS at the end of the year, timed to the completion of his contract. |
| · | Vincent C. Tizzio has joined the Company as Senior Advisor – Insurance Market Strategy, effective immediately. He is reporting to Albert Benchimol, President and CEO of AXIS, and is part of the Company’s Executive Committee. |
| · | Mr. Tizzio will become the CEO of AXIS Insurance on June 1, 2022. |
| · | Following the transition, Mr. Wilson will continue with the Company through December 31, 2022, on a consultative basis. |
“I couldn’t be more proud of the work that AXIS Insurance has accomplished over the past eight years – we’ve made tremendous progress in strengthening the business. AXIS Insurance is set on a strong course for the future and I look forward to working with Vince in the coming months to ensure a smooth transition,” said Mr. Wilson.
“We’re grateful to Peter for his years of leadership at AXIS and for the achievements made under his watch, as well as for his support in guiding a smooth transition. Under Peter’s leadership, we have enhanced our Insurance portfolio, grown a positive culture grounded in client service and trust and set an exciting foundation for the future,” said Mr. Benchimol. “We’re coming off of a year where AXIS Insurance further elevated its performance and are confident the business is well-positioned to build on this momentum.”
AXIS Appoints Vincent C. Tizzio As Senior Advisor – Insurance Market Strategy
As Senior Advisor – Insurance Market Strategy, Mr. Tizzio will serve as a strategic counselor to Mr. Benchimol. He will not have direct reports or profit and loss responsibility for the Insurance segment until he transitions to the CEO of AXIS Insurance role on June 1.
Mr. Tizzio is a respected industry leader with a proven track record of success at both large global and mid-sized carriers. Mr. Tizzio most recently served as Executive Vice President and Head of Global Specialty at The Hartford and, prior to that, as President and CEO of U.S.-based Navigators Management Company.
“Vince is a highly accomplished leader with deep and varied expertise in specialty insurance. He has a proven track record of driving profitable business results and delivering value to his core stakeholders – and he is a people leader who builds strong organizational cultures. He will be a great asset to our company and to our customers,” said Mr. Benchimol.
“AXIS Insurance has a deeply respected brand and one that is known for expertise, integrity and client service. I couldn’t be more excited to be part of the organization,” said Mr. Tizzio. “In recent years, AXIS has made great progress in strengthening its Insurance business and I look forward to helping the segment further tap into its significant potential.”
In his role at The Hartford, Mr. Tizzio led a multi-billion dollar business focused on delivering a broad array of specialty products through wholesale and retail channels. Previously, he had served for seven years as President and CEO of Navigators Management Company, leading the organization until its acquisition by The Hartford in 2019. Prior to this, Mr. Tizzio worked at Zurich Financial Services and AIG, serving in progressive senior leadership roles within both companies.
About AXIS Capital
AXIS Capital, through its operating subsidiaries, is a global provider of specialty lines insurance and treaty reinsurance with shareholders' equity of $5.3 billion at September 30, 2021, and locations in Bermuda, the United States, Europe, Singapore and Canada. 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.
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