AXIS CAPITAL HOLDINGS LTD

Regulatory Filings • Oct 10, 2023

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): October 6, 2023

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 6, 2023, AXIS Specialty U.S. Services, Inc., a subsidiary of AXIS Capital Holdings Limited (the "Company"), entered into an amendment to the employment agreement with Peter Vogt, the Company's Chief Financial Officer, to (i) extend the term of the agreement for three years to December 31, 2026, (ii) update the agreement to reflect Mr. Vogt's current base salary and annual long-term incentive award as described in the Company's Current Report on Form 8-K filed on May 8, 2023, and (iii) amend the governing law and choice of forum provisions in the agreement to the Commonwealth of Pennsylvania. In addition, the amendment provides that, if either party provides a notice of non-renewal and the employment agreement terminates upon the expiration of the term, Mr. Vogt's outstanding equity awards will vest upon the date of termination, and he will be entitled to receive his 2026 fiscal year annual bonus based on actual performance for 2026. In this scenario, the vesting of the performance-vesting restricted stock units ("PSUs") will be calculated based on actual performance at December 31, 2026 for all outstanding PSU awards.

This description is qualified in its entirety by reference to the amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Document
10.1	Amendment No. 3 to Employment Agreement by and between AXIS Specialty U.S. Services, Inc. and Peter Vogt, dated October 6, 2023
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: October 10, 2023

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