ASSURED GUARANTY LTD - FORM 8-K - May 9, 2013


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 8, 2013

ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Bermuda
 
001-32141
 
98-0429991
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

Assured Guaranty Ltd.
30 Woodbourne Avenue
Hamilton HM 08
Bermuda
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (441) 279-5700
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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e‑4(c))




Item 5.02    Departure of Directors or Certain Officers; Election or Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers

(e)    At the 2013 annual general meeting of shareholders of Assured Guaranty Ltd. ("AGL") held on May 8, 2013, AGL's shareholders approved the Employee Stock Purchase Plan, as amended through the second amendment (the "ESPP"), increasing the number of common shares available for issuance under the ESPP by 250,000 common shares, which shares are in addition to the 350,000 common shares previously reserved under the ESPP, for a total of 600,000 common shares. A more complete description of the ESPP is contained in AGL's proxy statement dated March 22, 2013 (the "2013 Proxy Statement") as filed with the Securities and Exchange Commission, under the heading "Proposal No. 3: Approval of Employee Stock Purchase Plan, as Amended," which is hereby incorporated herein by reference. For the full text of the ESPP, see Exhibit A to the 2013 Proxy Statement, which is hereby incorporated herein by reference.

Item 5.07     Submission of Matters to a Vote of Security Holders

AGL convened its annual general meeting of shareholders on May 8, 2013 pursuant to notice duly given. The matters voted upon at the meeting and the results of such voting are set forth below:

1.
Election of directors
 
1
Election of Neil Baron:
 
 
For
Withheld
Broker Non-Votes
171,825,287
321,616
13,744,376
 
2
Election of Francisco L. Borges:
 
 
For
Withheld
Broker Non-Votes
154,340,347
17,806,556
13,744,376
 
3
Election of G. Lawrence Buhl:
 
 
For
Withheld
Broker Non-Votes
154,336,016
17,810,887
13,744,376
 
4
Election of Stephen A. Cozen:
 
 
For
Withheld
Broker Non-Votes
171,836,251
310,652
13,744,376
 
5
Election of Dominic J. Frederico:
 
 
For
Withheld
Broker Non-Votes
171,829,582
317,321
13,744,376
 
6
Election of Bonnie L. Howard:
 
 
For
Withheld
Broker Non-Votes
171,412,715
734,188
13,744,376
 
7
Election of Patrick W. Kenny:
 
 
For
Withheld
Broker Non-Votes
171,767,357
379,546
13,744,376
 
8
Election of Simon W. Leathes:
 
 
For
Withheld
Broker Non-Votes
171,392,264
754,639
13,744,376
 
9
Election of Robin Monro-Davies:
 
 
For
Withheld
Broker Non-Votes
163,074,989
9,071,914
13,744,376

1

 
10
Election of Michael T. O’Kane:
 
 
For
Withheld
Broker Non-Votes
171,837,982
308,921
13,744,376
 
11
Election of Wilbur L. Ross, Jr.:
 
 
For
Withheld
Broker Non-Votes
135,343,852
36,803,051
13,744,376
 
 
 
 
 
 
 
 
 
2.
Advisory Vote on Executive Compensation
 
 
For
Against
Abstain
Broker Non-Votes
117,182,326
54,886,869
77,708
13,744,376
 
 
 
 
 
 
 
 
 
3.
Approval of Employee Stock Purchase Plan as Amended
 
 
For
Against
Abstain
Broker Non-Votes
168,525,354
3,572,436
49,113
13,744,376
 
 
 
 
 
 
 
 
 
4.
Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Auditors for year ending December 31, 2013

 
 
For
Against
Abstain
185,480,908
343,709
66,662
 
 
 
 
 
 
 
 
 
5.
Subsidiary Proposals
5.1
Authorizing the Company to vote for directors of its subsidiary, Assured Guaranty Re Ltd. (“AG Re”):

 
1
Election of Howard W. Albert:
 
 
For
Withheld
Broker Non-Votes
171,842,919
303,984
13,744,376
 
2
Election of Robert A. Bailenson:
 
 
For
Withheld
Broker Non-Votes
171,842,467
304,436
13,744,376
 
3
Election of Russell B. Brewer II:
 
 
For
Withheld
Broker Non-Votes
171,842,919
303,984
13,744,376
 
4
Election of Gary Burnet:
 
 
For
Withheld
Broker Non-Votes
171,842,241
304,662
13,744,376
 
5
Election of Stephen Donnarumma:
 
 
For
Withheld
Broker Non-Votes
171,835,685
311,218
13,744,376
 
6
Election of Dominic J. Frederico:
 
 
For
Withheld
Broker Non-Votes
171,829,808
317,095
13,744,376
 
7
Election of James M. Michener:
 
 
For
Withheld
Broker Non-Votes
171,842,354
304,549
13,744,376

2

 
8
Election of Robert B. Mills:
 
 
For
Withheld
Broker Non-Votes
171,815,800
331,103
13,744,376
 
 
 
 
 
 
 
 
 
5.2
Authorizing the Company to vote for the appointment of PricewaterhouseCoopers LLP as AG Re’s independent auditors for the year ending December 31, 2013:

 
 
For
Against
Abstain
185,478,324
347,160
65,795


3



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 thereunto duly authorized.

 
 
ASSURED GUARANTY LTD.
 
 
 
 
By:
/s/ James M. Michener    
 
Name: James M. Michener
 
Title: General Counsel
 
 
 
 
 
 
 
 
 
 

DATE: May 9, 2013





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