8-K 1 y34075e8vk.htm FORM 8-K FORM 8-K
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) April 24, 2007
THE CHUBB CORPORATION
(Exact name of registrant as specified in its charter)
         
New Jersey   1-8661   13-2595722
 
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation)   File Number)   Identification No.)
     
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey   07061-1615
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (908) 903-2000
Not Applicable
 
(Former name or former address, if changed since last report.)
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 


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Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 24, 2007, the shareholders of The Chubb Corporation (the “Corporation”) approved the adoption of a Certificate of Amendment to the Corporation’s Restated Certificate of Incorporation to implement a majority voting standard in the uncontested election of directors. The Certificate of Amendment was filed with the Secretary of State of the State of New Jersey on April 26, 2007. The full text of the Certificate of Amendment is set forth in Exhibit 3.1 of this Form 8-K and is incorporated by reference into this Item 5.02 as if fully set forth herein.
Item 8.01. Other Events.
The Annual Meeting of Shareholders of the Corporation was held on April 24, 2007. 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:
                 
DIRECTOR   VOTES FOR   VOTES WITHHELD
Zoë Baird
    353,870,969       3,455,516  
Sheila P. Burke
    354,030,352       3,296,133  
James I. Cash, Jr.
    351,315,040       6,011,445  
Joel J. Cohen
    351,917,469       5,409,016  
John D. Finnegan
    351,933,504       5,392,981  
Klaus J. Mangold
    342,448,204       14,878,281  
Sir David G. Scholey, CBE
    350,336,336       6,990,149  
Lawrence M. Small
    350,773,526       6,552,959  
Daniel E. Somers
    354,479,276       2,847,209  
Karen Hastie Williams
    353,521,125       3,805,360  
Alfred W. Zollar
    354,360,324       2,966,161  
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   ABSTAIN   NON VOTES
351,865,729
    3,383,232       2,077,523       0  
     Amendment to the Corporation’s Restated Certificate of Incorporation. The shareholders approved an amendment to the Corporation’s Restated Certificate of Incorporation that provides for a majority voting standard in uncontested elections of members to the Corporation’s Board of Directors. The following is a breakdown of the voting results:
                         
VOTES FOR   VOTES AGAINST   ABSTAIN   NON VOTES
331,826,142
    23,067,105       2,433,237       0  
Increased Disclosure of Political Contributions. The shareholders of the Corporation rejected a proposal requesting that the Corporation prepare and disclose a report regarding its political contributions and related matters. The following is a breakdown of the voting results:
                         
VOTES FOR   VOTES AGAINST   ABSTAIN   NON VOTES
80,557,539
    190,554,431       56,980,529       29,233,985  

 


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Item 9.01 Financial Statements and Exhibits.
     (c) Exhibits.
          3.1     Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant

 


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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 thereunto duly authorized.
         
  THE CHUBB CORPORATION
 
 
Date: April 30, 2007  By:   /s/ W. Andrew Macan    
    Name:   W. Andrew Macan   
    Title:   Vice President and Secretary   
 

 


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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
FILED ON APRIL 30, 2007
     
Exhibit No.   Description
3.1
  Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant