UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
Current Report
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On December 4, 2019, Richard Strachan resigned from his position as Chief Operations Officer of AXIS Capital Holdings Limited (the “Company”). Mr. Strachan has agreed to remain in a transitional role through January 2020.
On December 5, 2019, Robert Friedman and Maurice Keane each notified the Board of Directors of the Company of their respective retirement from the Board of Directors of the Company effective as of May 31, 2020.
(d) On December 5, 2019, the Board of Directors of the Company, upon the recommendation of its Corporate Governance and Nominating Committee, appointed Anne Melissa Dowling as a member of the Company’s Board of Directors and its Audit, Corporate Governance and Nominating and Finance Committees effective January 1, 2020. Ms. Dowling joins the Board as a Class III director. She will receive the respective annual retainers for service on the Company’s Board, Audit, Corporate Governance and Nominating and Finance Committees in accordance with the Company’s Directors Compensation Program. Ms. Dowling is not party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
A copy of the press release issued on December 10, 2019 announcing the changes in the Company’s Board composition is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, as well as Exhibit 99 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act unless the Company expressly so incorporates such information by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
| Number | Description of Document |
| 99 | Press Release dated December 10, 2019 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 10, 2019 | ||
AXIS CAPITAL HOLDINGS LIMITED
| ||
| By: | /s/ Conrad D. Brooks | |
| Conrad D. Brooks | ||
| General Counsel | ||