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AXS > SEC Filings for AXS > Form 8-K on 9-May-2012All Recent SEC Filings

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Form 8-K for AXIS CAPITAL HOLDINGS LTD


9-May-2012

Change in Directors or Principal Officers, Submission of Matters to a V


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(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.



Item 5.07 Submissions of Matters to a Vote of Security Holders.

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

(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



(c) As discussed above, the shareholders approved, as set forth in the table below, an amendment to the Company's 2007 Long-Term Equity Compensation Plan (the "Plan") to (i) increase the aggregate number of shares of common stock authorized for issuance under the Plan by 6,000,000; and (ii) make certain administrative changes to the Plan.

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



Item 9.01 Financial Statements and Exhibits

(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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