CHUBB LTD : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Chubb Limited ("Company") Annual General Meeting of Shareholders ("annual general meeting") held on May 19, 2022, the Company's shareholders approved an amendment to Article 6(a) of the Articles of Association to authorize the Company's Board of Directors to increase the Company's share capital within two years following the 2022 annual general meeting to a maximum amount equal to CHF 4,830,000,000, which amount would be divided into 200,000,000 shares. In connection therewith, the amendment limits or withdraws the shareholders' pre-emptive rights in specified and limited circumstances, all as further described in the Company's 2022 Proxy Statement under the heading "Agenda Item 9: Amendment to the Articles of Association Relating to Authorized Share Capital for General Purposes" , which is incorporated herein by reference. The Company's amended Articles of Association containing the amendment will become effective upon registration with the Commercial Register of the Canton of Zurich, Switzerland ("Swiss Commercial Register"). Subject to the subsequent approval by the Swiss Federal Commercial Register Office, the effective date of such registration is expected to be on or about May 24, 2022.

A copy of the amended Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

At the Company's 2022 annual general meeting, the Company's shareholders also prospectively approved an amendment to Article 3(a) of the Company's Articles of Association in conjunction with their approval of a share capital reduction, all as further described in the Company's Proxy Statement under the heading

"Agenda Item 10: Reduction of Share Capital" , which is incorporated herein by reference. Subject to publication of three notices to creditors and a subsequent two-month waiting period in accordance with Swiss law, and registration with the Swiss Commercial Register, the share capital reduction and amended Article 3(a) of the Articles of Association will become effective. The amended Articles of Association of the Company reflecting the share capital reduction will be filed with the SEC upon effectiveness.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company convened its annual general meeting on May 19, 2022, pursuant to notice duly given. Agenda Items 1-12 submitted by the Company at the annual general meeting were approved. With respect to the non-binding shareholder proposals, Agenda Item 13 was rejected and Agenda Item 14 was approved. The matters voted upon at the meeting and the results of such voting are set forth below.

The vote required to approve each agenda item noted below is described in the Company's 2022 Proxy Statement under the headings "What vote is required to approve each agenda item?" and "What is the effect of broker non-votes and abstentions?".

1. Approval of the management report, standalone financial statements and

    consolidated financial statements of Chubb Limited for the year ended
    December 31, 2021

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  379,298,800            147,921              988,376               0

2.1 Allocation of disposable profit

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  380,061,087            158,997              215,013               0

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

  380,144,792            133,928              156,377               0




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3. Discharge of the Board of Directors

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  352,500,463           3,216,918            1,618,446          22,640,952

The voting results for Agenda Item 3 exclude shares held by the Company's directors, nominees and executive officers, who are not permitted by Swiss law to vote their shares on the discharge of the Board of Directors.

4.1 Election of PricewaterhouseCoopers AG (Zurich) as the Company's statutory

auditor for the year ending December 31, 2022

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  363,363,520           16,944,899            126,678               0

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 year ending December 31, 2022

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  359,786,527           20,537,141            111,429               0

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
  379,883,612            414,811              136,674               0

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
  328,874,295           28,440,477            479,373           22,640,952

5.2 Election of Michael P. Connors as director until the Company's next annual

general meeting

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  340,821,647           16,815,587            156,911           22,640,952

5.3 Election of Michael G. Atieh as director until the Company's next annual

general meeting

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  341,353,384           16,279,646            161,115           22,640,952




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5.4 Election of Kathy Bonanno as director until the Company's next annual general

     meeting



Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  357,040,104            615,226              138,815           22,640,952

5.5 Election of Sheila P. Burke as director until the Company's next annual

general meeting

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  354,523,078           3,130,175             140,892           22,640,952

5.6 Election of Mary Cirillo as director until the Company's next annual general

     meeting



Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  327,098,923           30,552,119            143,103           22,640,952

5.7 Election of Robert J. Hugin as director until the Company's next annual

general meeting

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  354,582,552           3,057,485             154,108           22,640,952

5.8 Election of Robert W. Scully as director until the Company's next annual

general meeting

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  352,769,895           4,873,998             150,252           22,640,952

5.9 Election of Theodore E. Shasta as director until the Company's next annual

general meeting

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  349,922,601           7,717,683             153,861           22,640,952

5.10 Election of David H. Sidwell as director until the Company's next annual

general meeting

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  353,823,323           3,817,180             153,642           22,640,952

5.11 Election of Olivier Steimer as director until the Company's next annual

general meeting

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  341,275,575           16,334,322            184,248           22,640,952

5.12 Election of Luis Téllez as director until the Company's next annual general

meeting

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  353,588,682           4,052,464             152,999           22,640,952




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5.13 Election of Frances F. Townsend as director until the Company's next annual

general meeting

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  344,692,197           12,949,870            152,078           22,640,952

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

  230,428,983          126,858,954            506,208           22,640,952

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
  344,120,520           13,490,221            183,404           22,640,952

7.2 Election of Mary Cirillo as Compensation Committee member until the Company's

next annual general meeting

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  337,288,820           20,345,788            159,537           22,640,952

7.3 Election of Frances F. Townsend as Compensation Committee member until the

Company's next annual general meeting

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  344,035,378           13,591,892            166,875           22,640,952

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

  380,000,184            193,484              241,429               0

9. Amendment to the Articles of Association relating to authorized share capital

for general purposes

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  365,572,098           14,621,702            241,297               0

10. Reduction of share capital

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  379,635,170            521,815              278,112               0

11.1 Compensation of the Board of Directors until the next annual general meeting

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  355,618,270           1,259,461             916,414           22,640,952




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11.2 Compensation of Executive Management for the next calendar year

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  343,710,093           13,154,338            929,714           22,640,952

12. Advisory vote to approve executive compensation under U.S. securities law

     requirements

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes

  333,917,973           23,632,372            243,800           22,640,952

13. Shareholder proposal regarding a policy restricting underwriting of new

     fossil fuel supplies




Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
   68,481,227          284,798,068           4,514,850          22,640,952

14. Shareholder proposal regarding a report on greenhouse gas emissions

Shares Voted For   Shares Voted Against   Shares Abstained   Broker Non-Votes
  255,924,942           98,645,026           3,224,177          22,640,952

Item 9.01. Financial Statements and Exhibits

 (d)        Exhibits




  Exhibit
  Number  Description
    3.1     Articles of Association of the Company as amended

    4.1     Articles of Association of the Company as amended (Incorporated by
          reference to Exhibit 3.1)

  104     Cover Page Interactive Data File (the cover page XBRL tags are embedded
          within the Inline XBRL document)




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