🧾 What This Document Is

This is Chubb Limited's Definitive Proxy Statement (DEF 14A) for its 2026 Annual General Meeting. It's the official packet of information sent to shareholders before the meeting, detailing everything they need to vote on. Think of it as a corporate election guide—it outlines the candidates (for the board), the proposals (like dividend plans and pay packages), and the rules for voting.

👉 Why it matters: As a shareholder, this document tells you what decisions are being made on your behalf and gives you the information needed to cast your vote, whether you attend the meeting in Zurich or vote by proxy.

🏢 What The Company Does

In simple terms, Chubb is one of the world's largest publicly traded property and casualty insurance companies. They underwrite a wide range of risks—from personal accidents and auto insurance to complex commercial policies for businesses globally. The company operates through multiple segments, offering everything from reinsurance to specialty coverage like marine and aviation.

📅 Meeting Logistics

The 2026 Annual General Meeting will be held on May 21, 2026, at 11:45 a.m. Central European Time at Chubb's office in Zurich, Switzerland.

Record Date: If you owned shares on March 27, 2026, you are entitled to vote.
Key Deadline for Beneficial Owners: May 19, 2026, at 11:59 p.m. ET (if your shares are held through a broker).
Key Deadline for Record Owners: May 20, 2026, at 12:00 p.m. ET / 6:00 p.m. CET (if your shares are directly registered with Computershare).

🗳️ The Shareholder Agenda: What's Up for a Vote?

The meeting has 13 main items. Here’s a breakdown of the most significant ones:

👥 Board of Directors & Leadership

Agenda Item 5: Election of the Board Shareholders vote on 13 director nominees for one-year terms. One current director, Sheila P. Burke, is retiring and not standing for re-election. The board uses a detailed matrix of skills (like financial expertise, international experience, and cyber risk knowledge) to select candidates.

Agenda Item 6: Election of the Chairman Shareholders will vote specifically on whether Evan G. Greenberg should continue as Chairman of the Board. The board strongly recommends him, citing his 50+ years of industry leadership and the company's strong performance under his tenure (an 11.7% annualized shareholder return from 2008-2025).

Agenda Item 7: Election of the Compensation Committee Four directors (Michael P. Connors, Michael L. Corbat, David H. Sidwell, and Frances F. Townsend) are nominated to be elected to the Compensation Committee.

💰 Compensation & Plans

Agenda Item 11 & 12: "Say on Pay" Votes These are two separate votes on executive compensation:

Item 11.1 & 11.2: Approve the maximum compensation for the Board of Directors and Executive Management for 2027, as required by Swiss law.
Item 11.3 & 12: Advisory (non-binding) votes to approve the Swiss Compensation Report and executive compensation under U.S. rules. This is shareholders giving their opinion on whether the top brass is paid appropriately.

Agenda Item 10: Approval of the Amended Long-Term Incentive Plan (LTIP) This is a key proposal. The company wants to add 12.3 million shares to its employee stock award pool and increase a related sub-limit by 6.15 million shares. This is to ensure they can continue granting equity awards (like stock options and restricted stock units) to about 6,700 employees for roughly the next seven years. The plan has shareholder-friendly features like no automatic increases and clawback provisions.

💵 Financial & Capital Actions

Agenda Item 2: Dividend & Profit Allocation The board recommends approving the 2025 financial statements and the distribution of a dividend. The specific dividend amount would be determined from legal reserves.

Agenda Item 9: Renewal of Capital Band The board asks for authorization to increase or decrease the company's share capital by up to 20% for one year, until May 21, 2027. This gives them flexibility for future financings, acquisitions, or share buybacks without needing another shareholder vote. It requires a two-thirds majority to pass.

📋 Other Routine & Governance Items

Item 1: Approve the 2025 financial statements.
Item 3: Discharge the Board of Directors from liability for 2025.
Item 4: Elect auditors. PricewaterhouseCoopers AG is proposed as the statutory auditor, and PricewaterhouseCoopers LLP is to be ratified as the U.S. independent auditor.
Item 8: Elect the law firm Homburger AG as the independent proxy to vote on behalf of shareholders who can't attend.
Item 13: Approve the 2025 Sustainability Report.

👥 Board & Governance

The board has a dual leadership structure with Evan G. Greenberg serving as both CEO and Chairman. To ensure independence, there is a strong Independent Lead Director, Michael P. Connors, who has significant powers, including presiding over executive sessions of independent directors.

The Nominating & Governance Committee oversees board composition. The director biographies show a board rich in experience from sectors like finance (Citigroup, Morgan Stanley), technology (Uber), and government (Homeland Security).

🔮 What's Next

The annual meeting is a routine but vital governance event. The outcomes that matter most are:

The re-election of the board and Chairman Greenberg, signaling shareholder approval of current leadership.
The "say on pay" votes, which gauge shareholder sentiment on executive compensation.
Approval of the amended LTIP and capital band, which are crucial for the company's ability to attract talent and manage its capital flexibly.

The company has no current plans to issue new shares from the renewed capital band, but having the authorization is a standard strategic tool.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Experienced Leadership: Deep industry tenure of key executives and board members.
Proven Performance: Strong long-term shareholder returns cited in the Chairman proposal.
Robust Governance: Features like an independent Lead Director, all-independent board committees, and a detailed director skills matrix.
Strategic Flexibility: The proposed capital band and LTIP amendment provide tools for future growth and talent retention.

⚠️ Risks:

Governance Concentration: Having one person as both Chairman and CEO can be a concern for some investors, despite the Lead Director role.
Capital Dilution: Approving more shares for the LTIP and a capital band could lead to future dilution of existing shareholders.
Complex Structure: Being a Swiss company with a U.S. listing creates dual reporting and governance requirements (e.g., voting on both Swiss and U.S. compensation items).

🧠 The Analogy

Imagine Chubb is a professional sports team. This proxy statement is the pre-season town hall. Shareowners (the fans and stakeholders) are asked to:

Re-affirm the coach and team manager (Chairman/CEO and Board).
Approve the player bonus pool (the LTIP) to keep top talent.
Vote on whether the team should get a flexible line of credit (the capital band) for trades or stadium upgrades.
Give their opinion on whether the star players are paid too much (the "say on pay" votes).

The document gives you the stats, the game plan, and the credentials before you decide.

📇 Key Contacts & People

Joseph F. Wayland (EVP, General Counsel and Secretary) is the contact for the meeting.
Key Leadership Nominees: Evan G. Greenberg (Chairman & CEO), Michael P. Connors (Lead Director).
Auditors: PricewaterhouseCoopers AG (Zurich, statutory), PricewaterhouseCoopers LLP (U.S. independent).
Independent Proxy: Homburger AG (Prime Tower, Hardstrasse 201, CH-8005 Zurich, Switzerland).

🧩 Final Takeaway

This annual proxy is fundamentally about continuity and future flexibility. Shareholders are being asked to endorse the current leadership, approve its compensation philosophy, and secure the tools (through the LTIP and capital band) that management believes are necessary to drive the company's strategy and performance in the years ahead.

Chubb Ltd — DEF 14A Filing