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CB > SEC Filings for CB > Form 8-K on 1-May-2014All Recent SEC Filings

Show all filings for CHUBB CORP

Form 8-K for CHUBB CORP


1-May-2014

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


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

On April 29, 2014, the shareholders of The Chubb Corporation (the Corporation) approved the adoption of The Chubb Corporation Long-Term Incentive Plan
(2014) (the 2014 LTIP) at Chubb's annual meeting of shareholders. The terms of the 2014 LTIP are set forth in Chubb's definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2014 (the 2014 Proxy Statement) under the heading "Proposal 2 - Adoption of The Chubb Corporation Long-Term Incentive Plan (2014)." The description of the 2014 LTIP set forth in the 2014 Proxy Statement is qualified in its entirety by reference to the complete text of the 2014 LTIP.



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

The Annual Meeting of Shareholders of the Corporation was held on April 29, 2014. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:

Election of Directors. The shareholders of the Corporation elected each of the director nominees proposed by the Corporation's Board of Directors to serve until his or her successor is duly elected and qualified. The following is a breakdown of the voting results:

                                          Votes
      Director          Votes For    Against/Withheld   Abstentions   Broker Non-Votes
 Zoë Baird Budinger    190,503,914      2,633,930            0           22,281,171
   Sheila P. Burke     191,267,543      1,870,301            0           22,281,171
 James I. Cash, Jr.    189,746,746      3,391,098            0           22,281,171
  John D. Finnegan     187,835,478      5,302,366            0           22,281,171
  Timothy P. Flynn     192,841,920       295,924             0           22,281,171
   Karen M. Hoguet     192,618,386       519,458             0           22,281,171
 Lawrence W. Kellner   192,756,955       380,889             0           22,281,171
  Martin G. McGuinn    192,332,494       805,350             0           22,281,171
  Lawrence M. Small    191,080,191      2,057,653            0           22,281,171
   Jess Søderberg      192,747,265       390,579             0           22,281,171
  Daniel E. Somers     191,574,562      1,563,282            0           22,281,171
  William C. Weldon    192,134,666      1,003,178            0           22,281,171
 James M. Zimmerman    192,365,018       772,826             0           22,281,171
  Alfred W. Zollar     190,672,658      2,465,186            0           22,281,171

Adoption of The Chubb Corporation Long-Term Incentive Plan (2014). The shareholders of the Corporation approved the adoption of the 2014 LTIP. The following is a breakdown of the voting results:

Votes For Votes Against/Withheld Abstentions Broker Non-Votes 181,875,499 10,933,726 328,619 22,281,171

Appointment of Ernst & Young LLP as Independent Auditor. The shareholders of the Corporation ratified the appointment of Ernst & Young LLP as the Corporation's independent auditor. The following is a breakdown of the voting results:

Votes For Votes Against/Withheld Abstentions Broker Non-Votes 213,689,918 1,578,959 150,138 0


Table of Contents

Advisory Vote on Executive Compensation. The shareholders of the Corporation approved, on an advisory basis, the Corporation's compensation program for its named executive officers as set forth in the 2014 Proxy Statement. The following is a breakdown of the voting results:

Votes For Votes Against/Withheld Abstentions Broker Non-Votes 185,952,471 6,539,471 645,902 22,281,171

Shareholder Proposal relating to the Corporation's Sustainability Reporting. The shareholders of the Corporation rejected a proposal relating to the Corporation's sustainability reporting. The following is a breakdown of the voting results:

Votes For Votes Against/Withheld Abstentions Broker Non-Votes 54,174,486 113,751,899 25,211,459 22,281,171


Table of Contents



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1    The Chubb Corporation Long-Term Incentive Plan (2014) incorporated by
        reference to Exhibit 99.1 of the registrant's registration statement on
        Form S-8 filed on April 29, 2014 (File No. 333-195560).


Table of Contents

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