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 27, 2016 (September 21, 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. |
(e) On September 21, 2016, AXIS Specialty U.S. Services, Inc., a subsidiary of AXIS Capital Holdings Limited (the “Company”), entered into Amendment No. 1 to Peter W. Wilson’s employment agreement dated June 23, 2014 (the “Agreement”) to extend the term of Mr. Wilson’s employment until December 31, 2019.
No other material changes were made to the current terms of Mr. Wilson’s Agreement.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 10.1 | Amendment No. 1 to Employment Agreement dated June 23, 2014 between AXIS Specialty U.S. Services, Inc. and Peter W. Wilson effective September 21, 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: September 27, 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. 1 to Employment Agreement dated June 23, 2014 between AXIS Specialty U.S. Services, Inc. and Peter W. Wilson effective September 21, 2016 | |
Exhibit 10.1
AMENDMENT NO. 1
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 21, 2016
WHEREAS, the Company and the Executive entered into an employment agreement dated as of June 23, 2014 (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, Holdings and its 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 3(a) of the Agreement (Term of Employment) is hereby amended by deleting the reference to “on December 31, 2016” in the second line thereof and replacing such reference with “December 31, 2019”. |
| 2. | Section 3(a)(iv) of the Agreement (Without Cause) is hereby amended by: (i) deleting the reference to “December 31, 2016” in the fifth line thereof and replacing such reference with “December 31, 2019”; and deleting the reference to “June 30, 2016” in the last line thereof and replacing such reference with “June 30, 2019”. |
| 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]
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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/ Peter W. Wilson |
| Peter W. Wilson |
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