ASSURED GUARANTY LTD - FORM 8-K - May 12, 2014



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 7, 2014
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 2014 annual general meeting of shareholders of Assured Guaranty Ltd. ("AGL") held on May 7, 2014, AGL's shareholders approved the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan, as amended through the Third Amendment (the “LTIP”), increasing the number of Common Shares reserved for delivery under the plan by 7,700,000 Common Shares, increasing the number of incentive stock options which may be granted under the plan, deleting the plan sub-limit on the number of Common Shares which can be issued in settlement of full value awards, and making certain other technical and clarifying changes. A more complete description of the LTIP is contained in AGL's proxy statement dated March 21, 2014 (the "2014 Proxy Statement"), as filed with the Securities and Exchange Commission, under the heading "Proposal No. 3: Approval of the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan as amended through the Third Amendment," which is hereby incorporated herein by reference. For the full text of the LTIP, see Exhibit 10.2 of AGL’s Form 10-Q for the quarter ended March 31, 2014, 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 7, 2014 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 Francisco L. Borges:
 
 
For
Withheld
Broker Non-Votes
136,592,919
12,355,070
12,953,929
 
2
Election of G. Lawrence Buhl:
 
 
For
Withheld
Broker Non-Votes
136,608,868
12,339,121
12,953,929
 
3
Election of Stephen A. Cozen:
 
 
For
Withheld
Broker Non-Votes
147,256,616
1,691,373
12,953,929
 
4
Election of Dominic J. Frederico:
 
 
For
Withheld
Broker Non-Votes
148,888,392
59,597
12,953,929
 
5
Election of Bonnie L. Howard:
 
 
For
Withheld
Broker Non-Votes
148,296,347
651,642
12,953,929
 
6
Election of Patrick W. Kenny:
 
 
For
Withheld
Broker Non-Votes
148,818,887
129,102
12,953,929
 
7
Election of Simon W. Leathes:
For
Withheld
Broker Non-Votes
148,884,372
63,617
12,953,929



 
8
Election of Robin Monro-Davies:
 
 
For
Withheld
Broker Non-Votes
147,151,416
1,796,573
12,953,929
 
9
Election of Michael T. O’Kane:
 
 
For
Withheld
Broker Non-Votes
148,889,481
58,508
12,953,929
 
10
Election of Yukiko Omura:
 
 
For
Withheld
Broker Non-Votes
 
 
148,474,738
473,251
12,953,929
 
11
Election of Wilbur L. Ross, Jr.:
 
 
For
Withheld
Broker Non-Votes
93,666,162
55,281,827
12,953,929
 
 
 
 
 
 
 
 
 
2.
Advisory Vote on Executive Compensation
 
 
For
Against
 
Abstain
 
Broker Non-Votes
90,556,655
56,887,591
 
1,503,743
 
12,953,929
 
 
 
 
 
 
 
 
 
3.
Approval of Long-Term Incentive Plan, as amended through the Third Amendment

 
 
For
Against
 
Abstain
 
Broker Non-Votes
132,478,883
14,977,830
 
1,491,276
 
12,953,929
 
 
 
 
 
 
 
 
 
4.
Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Auditors for year ending December 31, 2014
 
 
For
Against
Abstain
160,681,123
1,182,102
38,693
 
 
 
 
 
 
 
 
 
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
148,888,814
59,175
12,953,929
 
2
Election of Robert A. Bailenson:
 
 
For
Withheld
Broker Non-Votes
148,595,661
352,328
12,953,929
 
3
Election of Russell B. Brewer II:
 
 
For
Withheld
Broker Non-Votes
148,888,259
59,730
12,953,929
 
4
Election of Gary Burnet:
 
 
For
Withheld
Broker Non-Votes
148,888,814
59,175
12,953,929
 
5
Election of Stephen Donnarumma:
 
 
For
Withheld
Broker Non-Votes
148,889,481
58,508
12,953,929


 
6
Election of Dominic J. Frederico:
 
 
For
Withheld
Broker Non-Votes
148,888,875
59,114
12,953,929
 
7
Election of James M. Michener:
 
 
For
Withheld
Broker Non-Votes
148,888,925
59,064
12,953,929
 
8
Election of Robert B. Mills:
 
 
For
Withheld
Broker Non-Votes
148,886,726
61,263
12,953,929
 
 
 
 
 
 
 
 
 
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, 2014:


 
 
For
Against
Abstain
161,808,443
54,121
39,354





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 12, 2014