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 19, 2016 (January 22, 2016)
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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 19, 2016, AXIS Capital Holdings Limited (the “Company”) and a subsidiary of the Company entered into Amendment No. 2 to Albert A. Benchimol’s employment agreement dated May 3, 2012 to extend the term of Mr. Benchimol’s employment until December 31, 2018.
No other material changes were made to the current terms of Mr. Benchimol’s employment agreement.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 10.1 | Amendment No. 2 to Employment Agreement dated May 3, 2012 by and among AXIS Specialty U.S. Services, Inc., AXIS Capital Holdings Limited and Albert A. Benchimol effective as of January 19, 2016 | |
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 22, 2016
| AXIS CAPITAL HOLDINGS LIMITED | ||
| By: | /s/ Richard T. Gieryn, Jr. | |
|
Richard T. Gieryn, Jr. General Counsel |
||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 10.1 | Amendment No. 2 to Employment Agreement dated May 3, 2012 by and among AXIS Specialty U.S. Services, Inc., AXIS Capital Holdings Limited and Albert A. Benchimol effective as of January 19, 2016 | |
Exhibit 10.1
AMENDMENT NO. 2
to
EMPLOYMENT AGREEMENT
dated May 3, 2012
by and among
AXIS Specialty U.S. Services, Inc. (the “Company”),
AXIS Capital Holdings Limited (“Holdings”)
and
Albert A. Benchimol (the “Executive”)
Dated January 19, 2016
WHEREAS, the Company, Holdings and the Executive entered into an employment agreement dated as of May 3, 2012 (the “Agreement”); and
WHEREAS, the Compensation Committee of the Board of Directors of Holdings, the Company and the Executive have determined that it is in the best interests of the Company, Holdings and their shareholders to amend the Agreement in order to extend the term of service thereof;
NOW, THEREFORE, the Agreement is hereby amended, effective as of the date hereof, as follows:
| 1. | Section 3a of the Agreement (Employment Term) is hereby amended by deleting the reference to “upon the earlier of (i) the Closing, as defined in the Agreement and Plan of Amalgamation, dated as of January 25, 2015, by and among PartnerRe Ltd. and Holdings, as may be amended from time to time (the “Amalgamation Agreement”), or (ii) the End Date, as defined in the Amalgamation Agreement” with “December 31, 2018”. |
| 2. | Section 3a(vi) of the Agreement (Good Reason) is hereby amended by deleting “, prior to July 25, 2015” in clause (i)(F) thereof and replacing it with “at least six (6) months before the end of the Employment Term”. |
| 3. | Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. |
[signatures on following page]
1
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as of this 19 th day of January, 2016.
| AXIS SPECIALTY U.S. SERVICES, INC. | ||
| By: | /s/ Noreen McMullan | |
| Name: | Noreen McMullan | |
| Title: | Executive Vice President | |
| AXIS CAPITAL HOLDINGS LIMITED | ||
| By: | /s/ Joseph Henry | |
| Name: | Joseph Henry | |
| Title: |
Executive Vice President and Chief Financial Officer |
|
Accepted and Agreed
/s/ Albert A. Benchimol
Albert A. Benchimol
2