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
February 26, 2015
Date of Report (Date of earliest event reported)
Arch Capital Group Ltd.
(Exact name of registrant as specified in its charter)
Bermuda | 0-26456 | N/A | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(441) 278-9250
N/A
(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 of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 26, 2015, James J. Meenaghan, a director of Arch Capital Group Ltd. (the “Company” or “ACGL”) since 2001, informed the Board of Directors (the “Board”) of his intention to retire from the Board at the expiration of his current term and not to stand for re-election at the Company’s 2015 Annual Meeting of Shareholders. On February 27, 2015, the Board appointed Brian S. Posner to serve as the Chairman of the Audit Committee, effective immediately.
ITEM 8.01 Other Events.
Preferred Share Dividends. On February 27, 2015, the Board of ACGL declared dividends with respect to the outstanding 13,000,000 shares of its 6.75% Non-Cumulative Preferred Shares, Series C, $0.01 per share (the “Series C Shares”), with a liquidation preference of $25.00 per share, as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on March 31, 2015 to holders of record of the Series C Shares, as of March 15, 2015, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the applicable effective date.
Series | Effective Date for Declaration | Dividend Period | Dividend Amount | Rate Per Share |
Series C | 3/31/2015 | 12/31/14-3/30/15 | $5,484,375 | $0.421875 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ARCH CAPITAL GROUP LTD. | |||
Date: February 27, 2015 | By: | /s/ Marc Grandisson | |
Name: | Marc Grandisson | ||
Title: | Chairman and Chief Executive Officer of Arch Worldwide Reinsurance and Mortgage Groups | ||
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