Form 8-K - Current report

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): February 29, 2024

AXIS CAPITAL HOLDINGS LIMITED

(Exact Name Of Registrant As Specified In Charter)

Bermuda

001-31721

98-0395986

(State of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

92 Pitts Bay Road

Pembroke, Bermuda HM 08

(Address of principal executive offices, including zip code)

(441) 496-2600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or 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))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, par value $0.0125 per share	AXS	New York Stock Exchange
Depositary shares, each representing a 1/100th interest in a 5.50% Series E preferred share	AXS PRE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 7.01			Regulation FD Disclosure

On February 29, 2024, AXIS Capital Holdings Limited, a Bermuda company (the "Company"), issued a press release announcing that W. Marston (Marty) Becker will succeed Henry B. Smith as non-executive Chair of its Board of Directors effective May 16, 2024.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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
99.1						Press Release dated February 29, 2024
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: February 29, 2024



			AXIS CAPITAL HOLDINGS LIMITED


			By:			/s/ Conrad D. Brooks
						Conrad D. Brooks
						Chief Administrative and Legal Officer

Investor Contact Media Contact

Cliff Gallant Nichola Liboro

+1 (415) 262-6843 +1 (212) 940 3394

investorrelations@axiscapital.com nichola.liboro@axiscapital.com

AXIS APPOINTS W. MARSTON BECKER AS CHAIR-ELECT OF BOARD OF DIRECTORS

PEMBROKE, Bermuda, February 29, 2024 – AXIS Capital Holdings Limited ("AXIS Capital") (NYSE: AXS) today announced that W. Marston (Marty) Becker will succeed Henry B. Smith as non-executive Chair of its Board of Directors. Mr. Smith, who has served as Chair since May of 2020, has decided to transition from the Chair role and will continue to maintain a seat on the Board. The transition will take place in May of 2024, timed to the Company’s Annual General Meeting.

“There is no better individual to succeed me as Chair of the AXIS Board of Directors than Marty Becker. Over the past four years, the Company has benefitted enormously from Marty’s wisdom, and deep understanding of the specialty property and casualty space,” said Mr. Smith. “Marty brings first-hand experience leading carriers to transform their businesses while driving shareholder value creation. His guidance as Chair will be integral as AXIS takes further steps forward in realizing its ambition to achieve specialty leadership.”

Mr. Becker, who joined the AXIS Board of Directors in June of 2020, has led a distinguished career in the (re)insurance industry spanning four decades. He has held numerous Chair and CEO roles for publicly traded and private insurance, reinsurance, and insurance brokerage organizations in Bermuda, the United Kingdom, the United States, and Australia (see bio below).

“On behalf of the entire Board, thank you to Henry Smith for his tremendous leadership these past four years as our Chair, which marked a period of significant positive transformation for AXIS,” said Mr. Becker. “It is a privilege to succeed Henry as Chair, and to continue to serve with him, as we further support the significant progress that AXIS has made in elevating all aspects of its business. Under CEO Vince Tizzio, the Company is headed on a strong path and I look forward to working closely with Vince and my fellow Directors, as well as the AXIS team to continue to build on the exciting momentum that has been achieved.”

“Our team at AXIS is deeply appreciative of Henry for his leadership as Chair and continued service on our Board. Moreover, I have tremendous gratitude for Henry’s support and counsel as I transitioned into the CEO role,” said Mr. Tizzio. “I look forward to working closely with Marty in his new capacity, and our leadership team will profit significantly from his counsel and expansive knowledge of our industry.”

About W. Marston Becker

Mr. Becker’s leadership experience spans insurance, reinsurance, and insurance brokerage organizations in the United States and internationally, as well as insurance-related private equity, advisory, and investment banking roles. He is the immediate past Chairman of the Board of QBE Insurance Group, a top 15 global property and casualty insurer. He was appointed to the QBE Board in 2013, became Chair in 2014, and served until March of 2020. Prior to this, he

served as Chairman and CEO at Alterra Capital Limited and its predecessors from 2006 to 2013.

Since 2022, Mr. Becker has served as Chairman of both MVB Financial Corporation and its subsidiary, MVB Bank, a multi-state community bank with a national presence in fintech banking, and a forward-thinking model that goes beyond traditional banking. In addition, he serves on several boards in the financial services, manufacturing, and non-profit sectors: Director of Encova Mutual Insurance; Director of Amynta Group; Advisory Board member of private equity funds American Securities, Cohesive Capital, and Madison Dearborn Partners; Director of The Mountain Companies; Director of the West Virginia Chamber of Commerce; and Board Member of the Clay Center for the Arts and Sciences.

About AXIS Capital

AXIS Capital, through its operating subsidiaries, is a global specialty underwriter and provider of insurance and reinsurance solutions. The Company has shareholders’ equity of $5.3 billion at December 31, 2023, and locations in Bermuda, the United States, Europe, Singapore and Canada. Its operating subsidiaries have been assigned a financial strength rating of "A+" ("Strong") by Standard & Poor’s and "A" ("Excellent") by A.M. Best. For more information about AXIS Capital, visit our website at www.axiscapital.com.

Follow AXIS Capital on LinkedIn and X Corp.

Document and Entity Information Document and Entity Information	Feb. 29, 2024
Document Information [Line Items]
Entity Central Index Key	0001214816
Entity Registrant Name	AXIS CAPITAL HOLDINGS LTD
Entity Emerging Growth Company	false
Pre-commencement Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Entity Tax Identification Number	98-0395986
Entity File Number	001-31721
Entity Incorporation, State or Country Code	D0
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 29, 2024
Entity Address, Address Line One	92 Pitts Bay Road
Entity Address, City or Town	Pembroke
Entity Address, Country	BM
Entity Address, Postal Zip Code	HM 08
City Area Code	441
Local Phone Number	496-2600
Common Stock
Document Information [Line Items]
Security Exchange Name	NYSE
Trading Symbol	AXS
Title of 12(b) Security	Common shares, par value $0.0125 per share
Series E Preferred Stock
Document Information [Line Items]
Security Exchange Name	NYSE
Trading Symbol	AXS PRE
Title of 12(b) Security	Depositary shares, each representing a 1/100th interest in a 5.50% Series E preferred share