Chubb (CB) Proxy filing summary

Executive summary

• The proxy statement covers the 2026 Annual General Meeting, outlining agenda items, voting procedures, and board recommendations for each proposal.

• Key agenda items include approval of financial statements, allocation of profit, dividend distribution, discharge of the board, election of auditors and directors, compensation approvals, renewal of capital band, and approval of the sustainability report.

• The company reported record financial performance for 2025, with strong growth in net income, core operating income, and underwriting results.

• The board recommends a vote “FOR” on all agenda items, including compensation and sustainability initiatives.

Voting matters and shareholder proposals

• Shareholders are asked to approve the management report, standalone and consolidated financial statements for 2025.

• Proposals include allocation of disposable profit, dividend distribution of up to $4.08 per share, and renewal of a capital band for share capital changes.

• Elections for auditors, board members, chairman, compensation committee, and independent proxy are on the agenda.

• Advisory and binding votes on executive and director compensation under Swiss and U.S. law are included.

• Approval of the 2025 Sustainability Report is requested.

Board of directors and corporate governance

• The board consists of 13 nominees, 93% of whom are independent; only the CEO is non-independent.

• Board committees (Audit, Compensation, Nominating & Governance, Risk & Finance) are composed entirely of independent directors.

• The board has an independent Lead Director with significant powers and responsibilities.

• Board succession planning, director tenure, and diversity of skills and backgrounds are emphasized.

• Shareholders annually elect all directors, the chairman, and compensation committee members.