0001214816AXIS CAPITAL HOLDINGS LTDfalse00012148162024-02-292024-02-290001214816us-gaap:CommonStockMember2024-02-292024-02-290001214816us-gaap:SeriesEPreferredStockMember2024-02-292024-02-29

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 classTrading Symbol(s)Name of each exchange on which registered
Common shares, par value $0.0125 per shareAXSNew York Stock Exchange
Depositary shares, each representing a 1/100th interest in a 5.50% Series E preferred shareAXS PRENew 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 7.01Regulation 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 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit NumberDescription of Document
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.



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