8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 2, 2015

ASPEN INSURANCE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	001-31909	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

141 Front Street

Hamilton HM 19

Bermuda

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (441) 295-8201

Not Applicable

(Former name or former 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:

¬ 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))

Section 5 - Corporate Governance and Management

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

On December 2, 2015, Aspen Insurance Holdings Limited (“Aspen” or the “Company”) announced that Mr. Karl Mayr has been appointed to its Board of Directors (the “Board”) as a Class III director and as a member of the Board’s Risk Committee. Under Aspen’s Bye-Laws, the appointment of Mr. Mayr will be subject to shareholder approval at Aspen’s 2016 annual general meeting. As a non-executive director, Mr. Mayr is entitled to receive the same level of fees and benefits as other Aspen non-executive directors, including for committee appointments. For additional information, please see Aspen’s 2015 proxy statement filed with the U.S. Securities and Exchange Commission.

The Board has determined that Mr. Mayr is an independent director pursuant to the NYSE Corporate Governance Standards applicable to U.S. domestic issuers. The attached press release, furnished as Exhibit 99.1, provides additional information.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure

On December 2, 2015, Aspen issued a press release announcing the appointment of Mr. Mayr to the Board as a Class III director and as a member of the Board’s Risk Committee, which has been attached as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) The following exhibit is furnished as part of this report:

99.1    Press Release from Aspen Insurance Holdings Limited dated December 2, 2015.

The information furnished under Item 7.01 “Regulation FD Disclosure” shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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.

	ASPEN INSURANCE HOLDINGS LIMITED (Registrant)
Dated: December 2, 2015	By:	/s/ Scott Kirk
	Name:	Scott Kirk
	Title:	Chief Financial Officer

EX-1

Exhibit 99.1

PRESS RELEASE

ASPEN INSURANCE HOLDINGS LIMITED

APPOINTS KARL MAYR AS DIRECTOR

HAMILTON, Bermuda - December 2, 2015 - Aspen Insurance Holdings Limited (“Aspen” or “the Company”) (NYSE:AHL) announces that Karl Mayr has been appointed to its Board of Directors (“Board”) as a Class III director and as a member of the Board’s Risk Committee.

Karl Mayr has over thirty years of experience in the reinsurance sector, primarily in Europe, across a number of product lines in both an underwriting capacity and in managerial roles. Mr. Mayr worked at Axis from 2003 to 2015 where his most recent roles were as Vice Chairman of Axis Reinsurance and President and Chief Executive Officer of Axis Re Europe. Prior to this, Mr. Mayr was at GE Frankona Reinsurance Company. Mr. Mayr has been a director of Aspen Insurance UK Limited and a member of its Risk Committee since June 2015.

Glyn Jones, Chairman of Aspen, said: “I am delighted that Karl is joining the Aspen Board. His wealth of experience and his extensive strategic and operational background in the reinsurance sector will be a great asset to Aspen. I would like to welcome Karl to the Board and I look forward to working with him in the future.”

- ENDS -

About Aspen Insurance Holdings Limited

Aspen provides reinsurance and insurance coverage to clients in various domestic and global markets through its subsidiaries and offices in Australia, Bermuda, France, Germany, Ireland, Singapore, Switzerland, the United Kingdom and the United States. For the year ended December 31, 2014, Aspen reported $10.7 billion in total assets, $4.8 billion in gross reserves, $3.4 billion in total shareholders’ equity and $2.9 billion in gross written premiums. Its operating subsidiaries have been assigned a rating of “A” (“Strong”) by Standard & Poor’s Financial Services, an “A” (“Excellent”) by A.M. Best Company Inc. and an “A2” (“Good”) by Moody’s Investor Service, Inc.

Application of the Safe Harbor of the Private Securities Litigation Reform Act of 1995

This press release contains "forward-looking" statements regarding future results and events, including, without limitation, statements regarding Board appointments. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “expect,” “intend,” “plan,” “believe,” “do not believe,” “aim,” “project,” “anticipate,” “seek,” “will,” “likely,” “assume,” “estimate,” “may,” “continue,” “guidance,” “objective,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “on track” and similar expressions of a future or forward-looking nature.

All forward-looking statements rely on a number of assumptions, estimates and data concerning future results and events and are subject to a number of uncertainties and other factors, many of which are outside Aspen’s control that could cause actual results to differ materially from such statements. For a detailed description of uncertainties and other factors that could impact the forward-looking statements in this press release, please see the “Risk Factors” section in Aspen’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission on February 23, 2015. Aspen undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information:

Please visit www.aspen.co or contact:

Investors

Mark Jones, Senior Vice President, Investor Relations, Aspen

mark.p.jones@aspen.co

+1 (646) 289 4945

Media

Karen Green, Office of the CEO, Aspen

Karen.Green@aspen.co

+44 20 7184 8110

International - Citigate Dewe RogersonNorth America - Abernathy MacGregor

Caroline Merrell or Jos BienemanCarina Davidson or Allyson Vento

caroline.merrell@citigatedr.co.ukccd@abmac.com

jos.bieneman@citigatedr.co.ukamv@abmac.com

+44 20 7638 9571+1 (212) 371 5999

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