Chubb (CB) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for May 15, 2025, in Zurich, with a record date of March 21, 2025, and proxy materials available from April 3, 2025.

• Key agenda items include approval of financial statements, allocation of profit, dividend distribution, discharge of the Board, election of auditors and directors, compensation approvals, sustainability report, and a shareholder proposal on Scope 3 GHG emissions.

• Board recommends voting in favor of all management proposals and against the shareholder proposal on Scope 3 emissions.

Voting matters and shareholder proposals

• Shareholders will vote on approval of 2024 financial statements, allocation of profit, and a dividend of up to $3.88 per share, to be paid in quarterly installments.

• Elections include Board members, Chairman, Compensation Committee, independent proxy, and auditors (PwC AG, PwC LLP, BDO AG).

• Approval sought for a renewed capital band allowing up to 20% share capital increase or decrease until May 2026.

• Binding votes on maximum compensation for directors ($6.5M) and executive management ($78M for 2026), plus advisory votes on compensation reports.

• Shareholder proposal requests Scope 3 GHG emissions disclosure; Board opposes, citing methodological and materiality concerns.

Board of directors and corporate governance

• Board comprises 14 nominees (13 incumbents, 1 new), with 93% independence and a mix of tenures; annual elections for all directors.

• Board leadership combines Chairman/CEO roles, balanced by an independent Lead Director with significant powers.

• Committees (Audit, Compensation, Nominating & Governance, Risk & Finance) are fully independent; regular self-evaluations and ongoing director education.

• Shareholder rights include annual director elections, majority voting, ability to call special meetings, and binding votes on compensation.