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) April 24, 2007
THE CHUBB CORPORATION
(Exact name of registrant as specified in its charter)
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| New Jersey
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1-8661
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13-2595722 |
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| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey
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07061-1615 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (908) 903-2000
(Former name or former address, if changed since last report.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 24, 2007, the shareholders of The Chubb Corporation (the “Corporation”) approved the
adoption of a Certificate of Amendment to the Corporation’s Restated Certificate of Incorporation
to implement a majority voting standard in the uncontested election of directors. The Certificate
of Amendment was filed with the Secretary of State of the State of New Jersey on April 26, 2007.
The full text of the Certificate of Amendment is set forth in Exhibit 3.1 of this Form 8-K and is
incorporated by reference into this Item 5.02 as if fully set forth herein.
Item 8.01. Other Events.
The Annual Meeting of Shareholders of the Corporation was held on April 24, 2007. Matters submitted
to shareholders at the meeting and the voting results thereof were as follows:
Election of Directors. The shareholders of the Corporation elected each of the director nominees
proposed by the Corporation’s Board of Directors to serve until his or her successor is duly
elected and qualified. The following is a breakdown of the voting results:
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| DIRECTOR |
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VOTES FOR |
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VOTES WITHHELD |
Zoë Baird |
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353,870,969 |
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3,455,516 |
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Sheila P. Burke |
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354,030,352 |
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3,296,133 |
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James I. Cash, Jr. |
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351,315,040 |
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6,011,445 |
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Joel J. Cohen |
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351,917,469 |
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5,409,016 |
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John D. Finnegan |
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351,933,504 |
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5,392,981 |
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Klaus J. Mangold |
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342,448,204 |
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14,878,281 |
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Sir David G. Scholey, CBE |
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350,336,336 |
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6,990,149 |
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Lawrence M. Small |
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350,773,526 |
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6,552,959 |
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Daniel E. Somers |
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354,479,276 |
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2,847,209 |
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Karen Hastie Williams |
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353,521,125 |
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3,805,360 |
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Alfred W. Zollar |
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354,360,324 |
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2,966,161 |
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Appointment of Ernst & Young LLP as Independent Auditor. The shareholders of the Corporation
ratified the appointment of Ernst & Young LLP as the Corporation’s independent auditor. The
following is a breakdown of the voting results:
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| VOTES FOR |
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VOTES AGAINST |
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ABSTAIN |
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NON VOTES |
351,865,729 |
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3,383,232 |
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2,077,523 |
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0 |
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Amendment to the Corporation’s Restated Certificate of Incorporation. The shareholders approved an
amendment to the Corporation’s Restated Certificate of Incorporation that provides for a majority
voting standard in uncontested elections of members to the Corporation’s Board of Directors. The
following is a breakdown of the voting results:
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| VOTES FOR |
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VOTES AGAINST |
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ABSTAIN |
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NON VOTES |
331,826,142 |
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23,067,105 |
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2,433,237 |
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0 |
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Increased Disclosure of Political Contributions. The shareholders of the Corporation rejected a
proposal requesting that the Corporation prepare and disclose a report regarding its political
contributions and related matters. The following is a breakdown of the voting results:
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| VOTES FOR |
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VOTES AGAINST |
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ABSTAIN |
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NON VOTES |
80,557,539 |
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190,554,431 |
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56,980,529 |
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29,233,985 |
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
3.1 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant