AXIS Capital (NYSE: AXS) shareholders back directors, pay and Deloitte at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AXIS Capital Holdings Limited reported the results of its Annual General Meeting of Shareholders held on May 14, 2026. Shareholders elected Class II directors W. Marston Becker, Michael Millegan and Lizabeth Zlatkus to serve until the 2029 Annual General Meeting.

Shareholders approved, in a non-binding vote, the compensation of the company’s named executive officers, with 60,651,433 votes for, 2,147,422 against and 54,487 abstentions. They also approved the appointment of Deloitte Ltd., Hamilton, Bermuda as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 64,530,374 votes for and 3,373,816 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Becker: 56,706,463 votes Votes for Millegan: 58,859,830 votes Votes for Zlatkus: 58,913,959 votes +5 more

8 metrics

Votes for Becker 56,706,463 votes Election of director W. Marston Becker

Votes for Millegan 58,859,830 votes Election of director Michael Millegan

Votes for Zlatkus 58,913,959 votes Election of director Lizabeth Zlatkus

Say-on-pay support 60,651,433 votes for Non-binding vote on executive compensation

Say-on-pay opposition 2,147,422 votes against Non-binding vote on executive compensation

Auditor ratification votes for 64,530,374 votes Approval of Deloitte Ltd. as auditor for FY 2026

Auditor ratification votes against 3,373,816 votes Approval of Deloitte Ltd. as auditor for FY 2026

Broker non-votes on say-on-pay 5,069,503 broker non-votes Advisory vote on executive compensation

Key Terms

Annual General Meeting of Shareholders, Class II Directors, non-binding vote, independent registered public accounting firm, +1 more

5 terms

Annual General Meeting of Shareholders financial

"AXIS Capital Holdings Limited held its Annual General Meeting of Shareholders on May 14, 2026."

Class II Directors financial

"The election of the Class II Directors named below to serve until the 2029 Annual General Meeting of Shareholders."

non-binding vote financial

"The shareholders approved, in a non-binding vote, the compensation paid to the Company’s named executive officers as set forth below."

independent registered public accounting firm financial

"The shareholders approved the appointment of Deloitte Ltd., Hamilton, Bermuda to act as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 60,651,433 | 2,147,422 | 54,487 | 5,069,503"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

05/18/2026 - 04:27 PM

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): May 14, 2026

AXIS CAPITAL HOLDINGS LIMITED

(Exact Name Of Registrant As Specified In Charter)

Bermuda

001-31721

98-0395986

(State of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

29 Richmond Road, 3rd Flr

Pembroke, Bermuda HM 08

(Address of principal executive offices, including zip code)

(441) 496-2600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or 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 (see General Instruction A.2 below):


☐			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))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, par value $0.0125 per share	AXS	New York Stock Exchange
Depositary shares, each representing a 1/100th interest in a 5.50% Series E preferred share	AXS PRE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07			Submission of Matters to a Vote of Security Holders

AXIS Capital Holdings Limited (the “Company”) held its Annual General Meeting of Shareholders on May 14, 2026. Shareholders were asked to vote with respect to three proposals. Set forth below is a brief description of each matter voted upon at the Annual General Meeting and the results of voting on each such matter.

Proposal No. 1: The election of the Class II Directors named below to serve until the 2029 Annual General Meeting of Shareholders. There was no solicitation in opposition to either of the nominees listed in the proxy statement and all of the nominees were elected.


Director Name	For	Against	Abstain	Broker Non-Votes
W. Marston Becker	56,706,463	6,127,270	19,609	5,069,503
Michael Millegan	58,859,830	3,974,529	18,982	5,069,503
Lizabeth Zlatkus	58,913,959	3,910,818	28,565	5,069,503

Proposal No. 2: The shareholders approved, in a non-binding vote, the compensation paid to the Company’s named executive officers as set forth below.


For	Against	Abstain	Broker Non-Votes
60,651,433	2,147,422	54,487	5,069,503

Proposal No. 3: The shareholders approved the appointment of Deloitte Ltd., Hamilton, Bermuda to act as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 and the authorization of the Board of Directors, acting through the Audit Committee, to set the fees for the independent registered public accounting firm as set forth below.


For	Against	Abstain	Broker Non-Votes
64,530,374	3,373,816	18,654	—

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.

Dated: May 18, 2026



			AXIS CAPITAL HOLDINGS LIMITED


			By:			/s/ G. Christina Gray-Trefry
						G. Christina Gray-Trefry
						General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did AXIS Capital (AXS) shareholders decide at the May 14, 2026 meeting?

Shareholders elected three Class II directors, approved executive compensation in a non-binding advisory vote, and ratified Deloitte Ltd. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with strong support across all three proposals.

Which directors were elected at AXIS Capital (AXS) 2026 Annual General Meeting?

Shareholders elected Class II directors W. Marston Becker, Michael Millegan and Lizabeth Zlatkus to serve until the 2029 Annual General Meeting, each receiving significantly more votes "For" than "Against," indicating broad shareholder support for the existing board slate.

How did AXIS Capital (AXS) shareholders vote on executive compensation in 2026?

In a non-binding advisory vote, shareholders approved compensation for named executive officers with 60,651,433 votes for, 2,147,422 against and 54,487 abstentions, along with 5,069,503 broker non-votes, signaling overall backing of the company’s current pay practices.

Who will serve as AXIS Capital’s (AXS) auditor for the year ending December 31, 2026?

Shareholders approved Deloitte Ltd., Hamilton, Bermuda as AXIS Capital’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 64,530,374 votes for, 3,373,816 against and 18,654 abstentions, authorizing the Audit Committee to set fees.

Were there broker non-votes in AXIS Capital’s (AXS) 2026 shareholder meeting results?

Yes. For the director elections and the advisory vote on executive compensation, there were 5,069,503 broker non-votes recorded on each item, while the auditor ratification proposal did not report any broker non-votes in the voting results disclosed.

Filing Exhibits & Attachments

4 documents