AXIS CAPITAL HOLDINGS LTD

Regulatory Filings • Feb 26, 2020

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM 8-K

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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 20, 2020

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AXIS CAPITAL HOLDINGS LIMITED (Exact Name Of Registrant As Specified In Charter)

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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)

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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 1/100 th 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. ¨

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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) On February 20, 2020, Michael Butt, Chairman of the Board of AXIS Capital Holdings Limited (the “Company”), notified the Company of his retirement effective September 16, 2020. The Board of Directors of the Company, upon the recommendation of its Corporate Governance and Nominating Committee, appointed Henry Smith to succeed Mr. Butt as Chairman of the Board effective September 16, 2020.

Additionally, Robert Friedman and Maurice Keane, who previously notified the Company on December 5, 2019 of their intent to retire effective May 31, 2020, provided notification to the Company’s Board of Directors that they instead will be retiring effective May 7, 2020.

Item 7.01 Regulation FD Disclosure

A copy of the press release issued on February 26, 2020 announcing Mr. Butt’s retirement and Mr. Smith’s appointment as Chairman Elect is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, as well as Exhibit 99 referenced herein, shall not be deemed “filed” for purposes of Section 18 of 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 Press Release dated February 26, 2020

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

Dated: February 26, 2020

AXIS CAPITAL HOLDINGS LIMITED
By:	/s/ Conrad D. Brooks
	Conrad D. Brooks
	General Counsel

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