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): February 18, 2014
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
(Exact Name of Registrant as Specified in Charter)
| Switzerland | 001-32938 | 98-0681223 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Lindenstrasse 8
6340 Baar
Zug, Switzerland
(Address of Principal Executive Offices and Zip Code)
Registrant’s 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 18, 2014, the Board of Directors (the “Board”) of Allied World Assurance Company Holdings, AG (the “Company”) amended the Organizational Regulations of the Company to incorporate new provisions under Swiss law that require the Company’s shareholders to elect annually each member of the Board, the Chairman of the Board and the members of the Compensation Committee. The Board also amended the Organizational Regulations to update the purposes of the Audit Committee and Nominating & Corporate Governance Committee of the Board. A copy of the amended and restated Organizational Regulations is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 3.1 | Organizational Regulations of Allied World Assurance Company Holdings, AG, as amended and restated. | |
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SIGNATURES
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.
| ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG | ||||||
| Dated: February 24, 2014 | By: | /s/ Wesley D. Dupont | ||||
| Name: | Wesley D. Dupont | |||||
| Title: | Executive Vice President and General Counsel | |||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Organizational Regulations of Allied World Assurance Company Holdings, AG, as amended and restated. | |