UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 2, 2015
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda | 001-31909 | Not Applicable |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
141 Front Street
Hamilton HM 19
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (441) 295-8201
Not Applicable
(Former name or former address, if changed since last report)
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:
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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)) |
Section 5 - Corporate Governance and Management
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Compensatory Arrangements of Certain Officers
On December 2, 2015, Aspen Insurance Holdings Limited (“Aspen” or the “Company”) announced that Mr. Karl Mayr has been appointed to its Board of Directors (the “Board”) as a Class III director and as a member of the Board’s Risk Committee. Under Aspen’s Bye-Laws, the appointment of Mr. Mayr will be subject to shareholder approval at Aspen’s 2016 annual general meeting. As a non-executive director, Mr. Mayr is entitled to receive the same level of fees and benefits as other Aspen non-executive directors, including for committee appointments. For additional information, please see Aspen’s 2015 proxy statement filed with the U.S. Securities and Exchange Commission.
The Board has determined that Mr. Mayr is an independent director pursuant to the NYSE Corporate Governance Standards applicable to U.S. domestic issuers. The attached press release, furnished as Exhibit 99.1, provides additional information.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
On December 2, 2015, Aspen issued a press release announcing the appointment of Mr. Mayr to the Board as a Class III director and as a member of the Board’s Risk Committee, which has been attached as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) The following exhibit is furnished as part of this report:
99.1 Press Release from Aspen Insurance Holdings Limited dated December 2, 2015.
The information furnished under Item 7.01 “Regulation FD Disclosure” shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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.
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| | | | ASPEN INSURANCE HOLDINGS LIMITED (Registrant) |
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Dated: December 2, 2015 | | | | By: | | /s/ Scott Kirk |
| | | | Name: | | Scott Kirk |
| | | | Title: | | Chief Financial Officer |
Exhibit 99.1
ASPEN INSURANCE HOLDINGS LIMITED
APPOINTS KARL MAYR AS DIRECTOR
HAMILTON, Bermuda - December 2, 2015 - Aspen Insurance Holdings Limited (“Aspen” or “the Company”) (NYSE:AHL) announces that Karl Mayr has been appointed to its Board of Directors (“Board”) as a Class III director and as a member of the Board’s Risk Committee.
Karl Mayr has over thirty years of experience in the reinsurance sector, primarily in Europe, across a number of product lines in both an underwriting capacity and in managerial roles. Mr. Mayr worked at Axis from 2003 to 2015 where his most recent roles were as Vice Chairman of Axis Reinsurance and President and Chief Executive Officer of Axis Re Europe. Prior to this, Mr. Mayr was at GE Frankona Reinsurance Company. Mr. Mayr has been a director of Aspen Insurance UK Limited and a member of its Risk Committee since June 2015.
Glyn Jones, Chairman of Aspen, said: “I am delighted that Karl is joining the Aspen Board. His wealth of experience and his extensive strategic and operational background in the reinsurance sector will be a great asset to Aspen. I would like to welcome Karl to the Board and I look forward to working with him in the future.”
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About Aspen Insurance Holdings Limited
Aspen provides reinsurance and insurance coverage to clients in various domestic and global markets through its subsidiaries and offices in Australia, Bermuda, France, Germany, Ireland, Singapore, Switzerland, the United Kingdom and the United States. For the year ended December 31, 2014, Aspen reported $10.7 billion in total assets, $4.8 billion in gross reserves, $3.4 billion in total shareholders’ equity and $2.9 billion in gross written premiums. Its operating subsidiaries have been assigned a rating of “A” (“Strong”) by Standard & Poor’s Financial Services, an “A” (“Excellent”) by A.M. Best Company Inc. and an “A2” (“Good”) by Moody’s Investor Service, Inc.
Application of the Safe Harbor of the Private Securities Litigation Reform Act of 1995
This press release contains "forward-looking" statements regarding future results and events, including, without limitation, statements regarding Board appointments. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “expect,” “intend,” “plan,” “believe,” “do not believe,” “aim,” “project,” “anticipate,” “seek,” “will,” “likely,” “assume,” “estimate,” “may,” “continue,” “guidance,” “objective,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “on track” and similar expressions of a future or forward-looking nature.
All forward-looking statements rely on a number of assumptions, estimates and data concerning future results and events and are subject to a number of uncertainties and other factors, many of which are outside Aspen’s control that could cause actual results to differ materially from such statements. For a detailed description of uncertainties and other factors that could impact the forward-looking statements in this press release, please see the “Risk Factors” section in Aspen’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission on February 23, 2015. Aspen undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information:
Please visit www.aspen.co or contact:
Investors
Mark Jones, Senior Vice President, Investor Relations, Aspen
mark.p.jones@aspen.co
+1 (646) 289 4945
Media
Karen Green, Office of the CEO, Aspen
Karen.Green@aspen.co
+44 20 7184 8110
International - Citigate Dewe Rogerson North America - Abernathy MacGregor
Caroline Merrell or Jos Bieneman Carina Davidson or Allyson Vento
caroline.merrell@citigatedr.co.uk ccd@abmac.com
jos.bieneman@citigatedr.co.uk amv@abmac.com
+44 20 7638 9571 +1 (212) 371 5999
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