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| AXS > SEC Filings for AXS > Form 8-K on 9-May-2012 | All Recent SEC Filings |
9-May-2012
Change in Directors or Principal Officers, Submission of Matters to a V
(e) As discussed below, on May 3, 2012, AXIS Capital Holdings Limited (the "Company") held its Annual General Meeting of Shareholders (the "Annual Meeting") at which the Company's shareholders approved an amendment to the Company's 2007 Long-Term Equity Compensation Plan (the "Plan"). The principal purpose of the amendment is to increase by 6,000,000 the number of shares authorized for issuance under the Plan. A description of the material features of the Plan, as amended, is set forth in the Company's definitive proxy statement for the Annual Meeting filed on March 22, 2012 (the "Proxy Statement") in the section titled "Proposal 3 - Amendment to the 2007 Long-Term Equity Compensation Plan," and a copy of the Plan, as amended, is attached to the Proxy Statement as Appendix A and incorporated herein by reference as Exhibit 10.1.
As discussed above, the Company's 2012 Annual General Meeting of Shareholders was held on May 3, 2012. Proxies with regard to the matters voted upon at the Annual Meeting were solicited under Regulation 14A of the Securities Exchange Act of 1934, as amended. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the results of voting on each such matter.
(a) The election of the Class I Directors named below to serve until the 2015 Annual General Meeting of Shareholders. There was no solicitation in opposition to any of the nominees listed in the proxy statement, and all of the nominees were elected.
Director Name For Withheld Broker Non-Votes
Michael A. Butt 109,357,707 2,091,630 5,897,866
John R. Charman 108,832,635 2,616,702 5,897,866
Charles A. Davis 95,830,316 15,619,021 5,897,866
Sir Andrew Large 108,647,400 2,801,937 5,897,866
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(b) The shareholders approved, in a non-binding vote, the compensation of our named executive officers as set forth in the table below.
For Against Abstain Broker Non-Votes 101,936,843 9,453,118 59,376 5,897,866
For Against Abstain Broker Non-Votes 61,572,935 47,806,275 2,070,127 5,897,866
(d) The approval of the appointment of Deloitte & Touche Ltd. Hamilton, Bermuda to act as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 and to authorize the Board of Directors, acting through the Audit Committee, to set the fees for the independent registered public accounting firm.
For Against Abstain Broker Non-Votes 116,981,711 362,744 2,748 n/a
(d) Exhibits
10.1 AXIS Capital Holdings Limited 2007 Long-Term Equity Compensation Plan, as
amended (incorporated herein by reference to Appendix A of the Company's
definitive Proxy Statement filed on March 22, 2012).
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