SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2012
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
(Exact Name of Registrant as Specified in Charter)
(Address of Principal Executive Offices and Zip Code)
Registrants telephone number, including area code: 41-41-768-1080
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Allied World Assurance Company Holdings, AG (the Company) held its 2012 Annual General Meeting of Shareholders on May 3, 2012 (the 2012 Annual Shareholder Meeting). At the 2012 Annual Shareholder Meeting, the Companys shareholders approved the proposals listed in Item 5.07 hereto as further described in the Companys definitive proxy statement dated March 16, 2012. The amendments to the Companys Articles of Association (the Articles of Association) to eliminate conditional share capital relating to certain shareholder warrants (Proposal 9) and to extend the Companys board of directors (the Board) ability to issue authorized share capital until May 3, 2014 (Proposal 10) are effective immediately and are reflected in the Companys amended and restated Articles of Association attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Companys shareholders considered the following proposals, each of which is described in greater detail in the Companys definitive proxy statement dated March 16, 2012.
Proposal 1 Election of Directors
The Companys shareholders elected the following three Class II Directors to hold office until the Companys Annual Shareholder Meeting in 2015:
Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation
The Companys shareholders approved an advisory vote on the Companys named executive officer compensation.
Proposal 3 Approval of the Companys 2012 Omnibus Incentive Compensation Plan
The Companys shareholders approved the Allied World Assurance Company Holdings, AG 2012 Omnibus Incentive Compensation Plan.
Proposal 4 Approval of New Share Repurchase Program
The Companys shareholders approved a new $500 million share repurchase program.
Proposal 5 Approval of Balance Sheet Reclassification
The Companys shareholders approved the reclassification of free reserves from capital contributions to the general legal reserve from capital contributions on the balance sheet of the Companys audited statutory financial statements for the year ended December 31, 2011.
Proposal 6 Approval of the Companys Annual Report and Financial Statements
The Companys shareholders approved the Companys 2011 Annual Report and its consolidated financial statements and audited statutory financial statements for the year ended December 31, 2011.
Proposal 7 Approval of Retention of Disposable Profits
The Companys shareholders approved the retention of disposable profits.
Proposal 8 Approval of Cancellation of Treasury Shares
The Companys shareholders approved an amendment to the Articles of Association to reduce the Companys share capital and participation capital through the cancellation of a portion of shares held in treasury.
Proposal 9 Approval of Elimination of Conditional Share Capital
The Companys shareholders approved an amendment to the Articles of Association to eliminate the conditional share capital relating to certain shareholder warrants.
Proposal 10 Approval of Extension of Boards Ability to Issue Authorized Share Capital
The Companys shareholders approved an amendment to the Articles of Association to extend the Boards ability to issue authorized share capital until May 3, 2014.
Proposal 11 Approval of Dividend Payments
The Companys shareholders approved the payment of dividends to the Companys shareholders in the form of a par value reduction.
Proposal 12 Election of Auditors
The Companys shareholders elected Deloitte & Touche Ltd. as the Companys independent auditor and Deloitte AG as the Companys statutory auditor, each to serve until the Companys Annual Shareholder Meeting in 2013.
Proposal 13 Election of Special Auditor
The Companys shareholders elected PricewaterhouseCoopers AG as the Companys special auditor to serve until the Companys Annual Shareholder Meeting in 2013.
Proposal 14 Approval of Granting a Discharge
The Companys shareholders approved a discharge to the Companys Board and executive officers from liabilities for their actions during the year ended December 31, 2011.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.