XL Capital - 8K - 01/27/06
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): January 27,
2006
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XL
CAPITAL LTD
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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1-10809
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98-0191089
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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XL
House, One Bermudiana Road, Hamilton, Bermuda HM 11
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (441) 292 8515
Not
Applicable
(Former
name or former address, if changed since last report)
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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
1.01 Entry
into a Material Definitive Agreement.
In
connection with the election of Mr. Mauriello as a director, the Company has
agreed to pay to Mr. Mauriello a retainer fee equal to a pro rata share of
the
annual retainer payable to non-employee members of the Board, as set forth
in
the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 24,
2005 (the “Proxy Statement”), until the Company’s 2006 annual general meeting of
shareholders. In addition, Mr. Mauriello will be entitled to a per meeting
fee
equal to the per meeting fee payable to non-employee members of the Board,
as
set forth in the Proxy Statement.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On
January 27, 2006, the Board, acting upon the recommendation of its Nominating
and Governance Committee, elected Joseph Mauriello to the Board effective
immediately. Mr. Mauriello has been elected as a Class II Director and as such
will be standing for re-election at the Company’s 2006 annual general meeting of
shareholders. Mr. Mauriello is expected to be named to the Audit Committee
of
the Board. There are no arrangements or understandings between Mr. Mauriello
and
any other person pursuant to which Mr. Mauriello was selected to serve as a
director. No information called for by Item 404(a) of Regulation S-K is required
to be disclosed herein. The press release issued by the Company on January
27,
2006 announcing the election of Mr. Mauriello to the Board is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
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Exhibit
No.
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Description
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99.1
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Press
Release (“JOSEPH MAURIELLO JOINS XL CAPITAL LTD BOARD OF DIRECTORS”) dated
January 27, 2006.
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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.
Date: January
31, 2006
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XL
CAPITAL LTD
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(Registrant)
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By:
/s/
Fiona Luck
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Name: Fiona
Luck
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Title: Executive
Vice President,
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Global Head of Corporate Services &
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Assistant Secretary
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