Washington, D.C. 20549









Date of Report (Date of earliest event reported): June 17, 2010 (June 11, 2010)




(Exact name of Registrant as specified in its charter)




Delaware   1-10777   13-3621676
(State of incorporation)   (Commission file number)   (I.R.S. employer identification no.)

One State Street Plaza, New York, New York 10004

(Address of principal executive offices) (Zip Code)

(212) 668-0340

(Registrant’s telephone number, including area code)



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-4c))




Item 3.02. Unregistered Sales of Equity Securities.

On June 11, 2010, the Company entered into a series of debt for equity exchanges with certain holders of the Company’s 9 3/8% debentures, due August 2011 (the “Debentures”), pursuant to separate agreements. Pursuant to these agreements, the Company (i) has issued an aggregate of 4,810,355 shares of its common stock in exchange for $8.112 million in aggregate principal amount of the Debentures and (ii) has agreed to issue 225,713 additional shares of its common stock in exchange for an additional $388,000 in aggregate principal amount of the Debentures. The exchanges are exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. No commission or other remuneration was paid or given directly or indirectly in connection with the exchanges. Following the consummation of the exchange offers described above, the Company will have 293,420,336 shares of common stock outstanding.



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

On June 14, 2010, Ambac Financial Group, Inc., (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following matters were voted upon at the Annual Meeting, and received the votes set forth below:

Proposal 1. The following directors were elected to serve on the Company’s Board of Directors:


     Number of Votes Cast    Broker Non-
     For    Withheld   

Michael A. Callen

   36,720,560    2,464,620    131,613,385

Jill M. Considine

   37,019,021    2,166,159    131,613,385

Paul DeRosa

   37,477,463    1,707,717    131,613,385

Philip Duff

   37,069,190    2,115,990    131,613,385

Thomas C. Theobald

   36,799,484    2,385,696    131,613,385

Laura S. Unger

   37,017,654    2,167,526    131,613,385

Henry D. G. Wallace

   37,017,134    2,168,046    131,613,385

David W. Wallis

   37,281,005    1,904,175    131,613,385

In addition to the election of directors, three other votes were taken at the Annual Meeting:

Proposal 2. Approval of an Amendment to the Company’s Charter to Effect a Reverse Stock Split. The proposal to amend the Company’s Charter to effect a reverse stock split was approved by a vote of 136,974,037 shares voting for, 32,466,638 shares voting against, 1,357,890 shares abstaining. There were no broker non-votes for this proposal.

Proposal 3. Approval of the Tax Benefit Preservation Plan. The proposal to approve the Tax Benefit Preservation Plan was approved by a vote of 34,469,918 shares voting for, 4,236,981 shares voting against, 478,281 shares abstaining and 131,613,385 broker non-votes.

Proposal 4. Ratification of Appointment of KPMG LLP. The proposal to ratify the selection of KPMG LLP, an independent registered public accounting firm, as independent auditors of the Company and its subsidiaries for 2010 was adopted, with 165,009,952 votes in favor, 4,201,977 votes against and 1,586,636 votes abstaining. There were no broker non-votes for this proposal.




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 thereunto duly authorized.


  Ambac Financial Group, Inc.
Dated: June 17, 2010    

/s/ Anne Gill Kelly

    Anne Gill Kelly
    Managing Director, Corporate Secretary and Assistant General Counsel