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): September 19, 2019
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 |
| 5.50% Series D preferred shares | AXS PRD | 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 September 19, 2019, AXIS Specialty U.S. Services, Inc., a subsidiary of AXIS Capital Holdings Limited (the “Company”) entered into Amendment No. 2 (the “Amendment”) to Peter W. Wilson’s employment agreement dated June 23, 2014, as amended (the “Agreement”) to: (i) extend Mr. Wilson’s employment term for three years to December 31, 2022; and (ii) provide that if the severance benefits payable to Mr. Wilson (together with any other amounts payable to him under other compensatory arrangements) would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code, such payments shall either be reduced so that it will not constitute an excess parachute payment, or paid in full, depending upon which payment would result in his receiving the greatest after tax payment. In the case of the latter, Mr. Wilson would be liable for any excise tax owed.
This description is qualified in its entirety by reference to the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is 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 dated June 23, 2014, as amended, by and between Peter W. Wilson and AXIS Specialty U.S. Services, Inc. |
EXHIBIT INDEX
| Exhibit Number | Description of Document | |
| 10.1 | Amendment No. 2 to Employment Agreement dated June 23, 2014, as amended, by and between Peter W. Wilson and AXIS Specialty U.S. Services, Inc. |
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: September 24, 2019
| AXIS CAPITAL HOLDINGS LIMITED | |||
| By: | /s/ Conrad D. Brooks | ||
| Conrad D. Brooks | |||
| General Counsel | |||
Exhibit 10.1
AMENDMENT NO. 2
to
EMPLOYMENT AGREEMENT
dated June 23, 2014
by and between
AXIS Specialty U.S. Services, Inc. (the “Company”)
and
Peter W. Wilson (the “Executive”)
Dated September 19, 2019
WHEREAS, the Company and the Executive entered into an employment agreement dated as of June 23, 2014 and subsequently amended by Amendment No. 1 dated September 21, 2016 (the “Agreement”); and
WHEREAS, the Compensation Committee of the Board of Directors of AXIS Capital Holdings Limited (“Holdings”), 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 extend the term of service thereof and address certain payments in connection with a Change in Control subject to Section 280G of the Internal Revenue Code;
NOW, THEREFORE, the Agreement is hereby amended, effective as of the aforementioned date, as follows:
| 1. | Section 3(a) of the Agreement (Term of Employment) is hereby amended to replace the reference to “December 31, 2019” in the second line thereof with “December 31, 2022”. |
| 2. | Section 3(a)(iv) of the Agreement (Without Cause) is hereby amended to: (i) delete the reference to “December 31, 2019” in the fifth line thereof and replace such reference with “December 31, 2022”; and (ii) delete the last sentence thereof. |
| 3. | Section 4 of the Agreement (Severance Payments and Other Benefits Following Termination of Employment) is hereby amended to: (i) include a new subsection “(h)” as follows: |
| “(h) | Notwithstanding the foregoing Sections 4(e) and 4(g), if any amount or benefit to be paid or provided to you under either Section 4(e) or 4(g) or under any other agreement with or plan or program of the Company following a Change in Control, as defined in Section 3(a)(vii) (1 – 4) hereof, would be an "Excess Parachute Payment," within the meaning of Section 280G of the Internal Revenue Code, but for the application of this sentence, then the payments and benefits to be paid or provided will either be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment, or paid in full, whichever of the foregoing approaches will, after taking into account the applicable federal, state and local income and employment taxes and the possible Section 280G excise tax (and any equivalent state of local excise taxes), result in your receipt, on an after-tax basis, of the greatest amount of payments and benefits. To the extent any payment or benefit needs to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the payments otherwise scheduled to occur soonest. You agree to cooperate fully with the Company to determine the benefits applicable under this provision.” |
; and (ii) rename existing Sections 4(h) and 4(i) as new Sections 4(i) and 4(j), respectively.
| 4. | Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. |
[Signatures on Following Page]
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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 W. Wilson |
Peter W. Wilson
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