8-K filed May 16, 2024, 7:59 PM ET ticker CB CIK 0000896159

other material confidence high sentiment neutral materiality 0.40

Chubb shareholders approve capital band, share cancellation, and ESPP at 2024 AGM

Chubb Ltd

Capital band authorizes board to increase or decrease share capital by up to 20% for one year through May 2025.
Share cancellation of repurchased shares approved; amended Articles expected to register on or about May 22, 2024.
All 14 management proposals passed; two shareholder proposals on Scope 3 emissions and pay gap reporting rejected.
Amended Employee Stock Purchase Plan approved, adding 2.5 million shares for future purchases.

item 5.02 item 5.03 item 5.07 item 9.01

Machine-readable event card

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accession: 0001104659-24-062549
form_type: 8-K
ticker: CB
cik: 0000896159
company_name: Chubb Ltd
filed_at: 2024-05-16T23:59:59+00:00
discovered_at: 2026-05-14T18:03:22.366076+00:00
generated_at: 2026-06-01T22:22:38.310981+00:00
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Source-grounded claims

f032c26378838abb8a394985ba39b8c44b1eeb07

Chubb Ltd: Approved an amendment to Article 6 of the Articles of Association to introduce a capital band authorizing the Board to increase or decrease share capital by up to 20% for a 1-year period, and a share capital reduction via cancellation of shares (effective 2024-05-22).

At the annual general meeting, the Company’s shareholders also approved (i) a share capital reduction via cancellation of shares, as further described in the Proxy Statement under the heading “Agenda Item 9: Cancellation of Repurchased Shares,” incorporated herein by reference; and (ii) an amendment to Article 6 of the Articles of Association to authorize the Company’s Board of Directors to introduce a capital band, which authorizes the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 16, 2025, and in connection therewith, limit or withdraw the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Proxy Statement under the heading “Agenda Item 10: Approval of a Capital Band for Authorized Share Capital Increases and Reductions,” which is incorporated herein by reference.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

1b88376c5f607db522965a066fdf1a839fef8111

Chubb Ltd shareholders approved Election of PricewaterhouseCoopers AG (Zurich) as the Company's statutory auditor for the financial year ending December 31, 2024 at the 2024-05-16 meeting.

4.1 Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2024 Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 346,648,307 14,420,831 228,430 0

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

1ba75017b51161ca222320609894b78259467149

Chubb Ltd shareholders approved Election of Michael P. Connors as Compensation Committee member until the Company's next annual general meeting at the 2024-05-16 meeting.

7.1 Election of Michael P. Connors as Compensation Committee member until the Company’s next annual general meeting Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 321,479,700 14,468,622 279,390 25,069,856

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

278561d0a0e67dce331a367249739937bc523d1a

Chubb Ltd shareholders approved Cancellation of repurchased shares at the 2024-05-16 meeting.

9. Cancellation of repurchased shares Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 360,234,451 688,687 374,430 0

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

2e434ef18bfeb95c6457263e8e0c195ed1a31ac9

Chubb Ltd shareholders approved Election of Homburger AG as independent proxy until the conclusion of the Company's next annual general meeting at the 2024-05-16 meeting.

8. Election of Homburger AG as independent proxy until the conclusion of the Company’s next annual general meeting Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 360,701,122 224,978 371,468 0

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

4b83aceeac569206c1aa67e7faef58bfbd8d6a29

Chubb Ltd shareholders approved Election of BDO AG (Zurich) as special audit firm until the Company's next annual general meeting at the 2024-05-16 meeting.

4.3 Election of BDO AG (Zurich) as special audit firm until the Company’s next annual general meeting Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 360,123,776 924,642 249,150 0

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

52d3d982e11e6e307805ee20e3e3f7081cf99171

Chubb Ltd shareholders approved Allocation of disposable profit at the 2024-05-16 meeting.

2.1 Allocation of disposable profit Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 360,807,595 213,997 275,976 0

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

58b586dd3f7af0a615fcd33391de9fc83d46c7f3

Chubb Ltd shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting for the financial year ending December 31, 2024 at the 2024-05-16 meeting.

4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting for the financial year ending December 31, 2024 Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 342,854,392 18,207,007 236,169 0

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

656a0de90cf58ada1a28d69c316ecc6410ced84e

Chubb Ltd shareholders approved Election of Evan G. Greenberg as Chairman of the Board of Directors until the Company's next annual general meeting at the 2024-05-16 meeting.

6. Election of Evan G. Greenberg as Chairman of the Board of Directors until the Company’s next annual general meeting Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 265,361,205 69,364,868 1,501,639 25,069,856

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

9177d461a0f1a25a9ae2f5d2b263eae37211b0c3

Chubb Ltd shareholders approved Election of directors (slate of 13 nominees) at the 2024-05-16 meeting.

5.1 Election of Evan G. Greenberg as director until the Company’s next annual general meeting Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 314,270,439 20,774,145 1,183,128 25,069,856

SEC 8-K Item 5.07 confidence 0.7 SEC evidence

a4ad26222745baf1d0947598e078c34e91f852bd

Chubb Ltd shareholders approved Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2023 at the 2024-05-16 meeting.

1. Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2023 Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 360,085,556 206,028 1,005,984 0

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

ededdeeccca3f3f3669b3aaaeff0fbde4bc3ce5f

Chubb Ltd shareholders approved Discharge of the Board of Directors at the 2024-05-16 meeting.

3. Discharge of the Board of Directors Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 332,421,027 2,406,632 1,201,232 25,069,856

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

f97b0da99ed19889ed1ad490261fdfaffc954e76

Chubb Ltd shareholders approved Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) at the 2024-05-16 meeting.

2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 360,902,705 150,469 244,394 0

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

Comparable filings

AEIS

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ADVANCED ENERGY INDUSTRIES INC May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.07, 5.03, 9.01

same fact type: governance_change same SEC item: 5.02, 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the annual general meeting, the Company’s shareholders also approved (i) a share capital reduction via cancellation of shares, as further described in the Proxy Statement under the heading “Agenda Item 9: Cancellation of Repurchased Shares,” incorporated herein by reference; and (ii) an amendment to Article 6 of the Articles of Association to authorize the Company’s Board of Directors to introduce a capital band, which authorizes the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 16, 2025, and in connection therewith, limit or withdraw the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Proxy Statement under the heading “Agenda Item 10: Approval of a Capital Band for Authorized Share Capital Increases and Reductions,” which is incorporated herein by reference.

Comparable filing

the amendment increases the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares. The amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 7, 2026.

Filing page SEC filing

MAN

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ManpowerGroup Inc. May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 8.01, 9.01

same fact type: governance_change same SEC item: 5.02, 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the annual general meeting, the Company’s shareholders also approved (i) a share capital reduction via cancellation of shares, as further described in the Proxy Statement under the heading “Agenda Item 9: Cancellation of Repurchased Shares,” incorporated herein by reference; and (ii) an amendment to Article 6 of the Articles of Association to authorize the Company’s Board of Directors to introduce a capital band, which authorizes the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 16, 2025, and in connection therewith, limit or withdraw the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Proxy Statement under the heading “Agenda Item 10: Approval of a Capital Band for Authorized Share Capital Increases and Reductions,” which is incorporated herein by reference.

Comparable filing

the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.

Filing page SEC filing

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Ryerson Holding Corp May 6, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.02, 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the annual general meeting, the Company’s shareholders also approved (i) a share capital reduction via cancellation of shares, as further described in the Proxy Statement under the heading “Agenda Item 9: Cancellation of Repurchased Shares,” incorporated herein by reference; and (ii) an amendment to Article 6 of the Articles of Association to authorize the Company’s Board of Directors to introduce a capital band, which authorizes the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 16, 2025, and in connection therewith, limit or withdraw the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Proxy Statement under the heading “Agenda Item 10: Approval of a Capital Band for Authorized Share Capital Increases and Reductions,” which is incorporated herein by reference.

Comparable filing

On April 30, 2026, at the Annual Meeting, upon the recommendation of the Board, the stockholders of the Company approved a proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) to provide for the exculpation of certain of the Company’s officers in specific circumstances, as permitted by Delaware law.

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Salesforce, Inc. June 1, 2026, 4:43 PM ET other_material Items 5.07, 5.02, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

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4.1 Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2024 Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 346,648,307 14,420,831 228,430 0

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

Brandywine extends revolver maturity to Dec 2026; shareholders OK 5M share increase for LTIP

BRANDYWINE OPERATING PARTNERSHIP, L.P. June 1, 2026, 4:30 PM ET other_material Items 1.01, 2.03, 5.02, 5.07, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

This filing

4.1 Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2024 Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 346,648,307 14,420,831 228,430 0

Comparable filing

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Filing page SEC filing

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SIRIUS XM HOLDINGS INC. June 1, 2026, 4:28 PM ET other_material Items 5.02, 5.07, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

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4.1 Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2024 Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 346,648,307 14,420,831 228,430 0

Comparable filing

Election of Directors The holders of our common stock elected the persons listed below as Class I directors. Votes Cast For Votes Withheld Broker Non-Votes Eddy W. Hartenstein 229,472,971 4,921,855 51,448,019 Kristina M. Salen 231,643,217 2,751,609 51,448,019 Jennifer C. Witz 230,660,585 3,734,241 51,448,019 The holders of our common stock elected the persons listed below as Class II directors. Votes Cast For Votes Withheld Broker Non-Votes Evan D. Malone 230,881,893 3,512,933 51,448,019 Jonelle Procope 210,894,725 23,500,101 51,448,019 Anjali Sud 213,150,753 21,244,073 51,448,019

Filing page SEC filing

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Esperion shareholders approve 7M-share increase to 2022 equity incentive plan

Esperion Therapeutics, Inc. June 1, 2026, 4:22 PM ET other_material Items 5.02, 5.07, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

This filing

4.1 Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2024 Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 346,648,307 14,420,831 228,430 0

Comparable filing

The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows: For Against Abstain Broker Non-Votes 167,083,447 8,765,273 1,360,136 —

Filing page SEC filing

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TIMKEN CO May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.07, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

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4.1 Election of PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2024 Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 346,648,307 14,420,831 228,430 0

Comparable filing

(3) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2026; and FOR AGAINST ABSTAIN BROKER NON-VOTES 61,717,389 1,977,231 35,539 0

Filing page SEC filing

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