AXIS Capital (AXS) Proxy Filing summary

Executive summary

• Achieved record financial performance in 2024, with 20.7% growth in book value per diluted share and $9 billion in gross premiums written, up 7.8% from the prior year.

• Operating return on average common equity (OROACE) reached 18.6%, and total shareholder return was 63.9%.

• Advanced specialty underwriting leadership, expanded product offerings, and invested in technology and talent.

• Launched the Energy Transition Syndicate and made significant progress in ESG and mental health initiatives.

Voting matters and shareholder proposals

• Four Class III directors nominated for election to serve until 2028.

• Advisory vote on executive compensation (Say on Pay) recommended for approval.

• Appointment of Deloitte Ltd. as independent auditor for 2025, with Board authorized to set fees.

Board of directors and corporate governance

• Board consists of 12 directors, 11 of whom are independent; majority vote standard for director elections.

• Active board refreshment, with 50% of directors joining since 2020 and focus on diversity and skills.

• Regular board and committee self-evaluations and robust shareholder engagement.

• No stockholder rights plan; shareholders with 10%+ stock can call special meetings.