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) December 4, 2014
THE CHUBB CORPORATION
(Exact name of registrant as specified in its charter)
| New Jersey | 1-8661 | 13-2595722 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 15 Mountain View Road, Warren, New Jersey | 07059 | |||
| (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.)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Exhibit Index to Current Report on Form 8-K filed on December 5, 2014 |
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| Notice, dated as of December 4, 2014, by and between The Chubb Corporation and John D. Finnegan |
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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) | As previously disclosed, John D. Finnegan, Chairman, President and Chief Executive Officer of The Chubb Corporation (Chubb), and the Board of Directors of Chubb have agreed that Mr. Finnegan will retire from Chubb on December 31, 2016. |
In order to effect Mr. Finnegan’s retirement at the end of 2016 under the terms of his existing employment agreement with Chubb (the Employment Agreement), Chubb’s Board of Directors, at its regularly scheduled meeting on December 4, 2014, approved Chubb’s delivery of the notice required under the Employment Agreement so that Mr. Finnegan’s employment under the Employment Agreement will end concurrent with his expected retirement effective on December 31, 2016. Subsequently, the notice was executed and delivered by Chubb and agreed to by Mr. Finnegan. Chubb and Mr. Finnegan agreed to the delivery of the notice at this time in order to comply with the provisions of the Employment Agreement requiring two years’ prior notice of the end of his employment under the Employment Agreement.
The notice is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Notice, dated as of December 4, 2014, by and between The Chubb Corporation and John D. Finnegan |
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.
| THE CHUBB CORPORATION | ||||||
| Date: December 5, 2014 | By: | /s/ Maureen A. Brundage | ||||
| Name: Maureen A. Brundage | ||||||
| Title: Executive Vice President, General Counsel & Secretary | ||||||
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
FILED ON DECEMBER 5, 2014
| Exhibit No. |
Description | |
| 99.1 | Notice, dated as of December 4, 2014, by and between The Chubb Corporation and John D. Finnegan | |
THE CHUBB CORPORATION
15 Mountain View Road
Warren, New Jersey 07059
December 4, 2014
VIA HAND DELIVERY AND EMAIL
Mr. John D. Finnegan
15 Mountain View Road
Warren, New Jersey 07059
| Re: | Notice under Section 2 of Employment Agreement |
Dear John:
Reference is made to that certain Employment Agreement, dated as of January 21, 2003, as amended December 1, 2003, September 4, 2008 and February 27, 2012 (the “Agreement”), by and between you and The Chubb Corporation, a New Jersey corporation (the “Company”). Terms used but not defined herein shall have the meaning ascribed to them in the Agreement.
In accordance with the terms and conditions of the Agreement (including, without limitation, Sections 2 (Employment Period) and 4 (Termination of Employment) of the Agreement), notice is hereby given that the Employment Period shall expire on December 31, 2016 (such notice, this “Notice”). For the avoidance of doubt, the “Date of Termination” for purposes of the Agreement shall be December 31, 2016.
Notwithstanding anything to the contrary in the Agreement, the Company and you acknowledge and agree that:
(1) This Notice constitutes the notice described in Section 2 of the Agreement and is deemed to be given and delivered as of December 31, 2014; and
(2) This Notice is sufficient and satisfies the notice requirements under the Agreement, and no copy of this Notice is required to be delivered to counsel pursuant to Section 12(b) of the Agreement.
Except as otherwise provided herein, the Agreement shall continue in full force and effect in accordance with the terms thereof.
Please indicate your acknowledgement and agreement with respect to this Notice as provided below.
| Sincerely, | ||
| THE CHUBB CORPORATION | ||
| By: | /s/ Maureen A. Brundage | |
| Name: Maureen A. Brundage Title: Executive Vice President, General Counsel & Secretary | ||
Acknowledged and Agreed:
JOHN D. FINNEGAN
| /s/ John D. Finnegan | ||
| Date: | 12/4/2014 | |
Notice under Section 2 of Employment Agreement