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 6, 2015
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 5.07 Submission of Matters to a Vote of Security Holders
Assured Guaranty Ltd. convened its annual general meeting of shareholders on May 6, 2015 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 | ||||||
131,108,359 | 339,389 | 8,017,427 | ||||||
2 | Election of G. Lawrence Buhl: | |||||||
For | Withheld | Broker Non-Votes | ||||||
129,658,743 | 1,789,005 | 8,017,427 | ||||||
3 | Election of Stephen A. Cozen: | |||||||
For | Withheld | Broker Non-Votes | ||||||
125,577,123 | 5,870,625 | 8,017,427 | ||||||
4 | Election of Dominic J. Frederico: | |||||||
For | Withheld | Broker Non-Votes | ||||||
129,729,131 | 1,718,617 | 8,017,427 | ||||||
5 | Election of Bonnie L. Howard: | |||||||
For | Withheld | Broker Non-Votes | ||||||
131,139,219 | 308,529 | 8,017,427 | ||||||
6 | Election of Patrick W. Kenny: | |||||||
For | Withheld | Broker Non-Votes | ||||||
129,674,964 | 1,772,784 | 8,017,427 | ||||||
7 | Election of Simon W. Leathes: | |||||||
For | Withheld | Broker Non-Votes | ||||||
131,138,417 | 309,331 | 8,017,427 | ||||||
8 | Election of Michael T. O’Kane: | |||||||
For | Withheld | Broker Non-Votes | ||||||
131,139,792 | 307,956 | 8,017,427 | ||||||
9 | Election of Yukiko Omura: | |||||||
For | Withheld | Broker Non-Votes | ||||||
130,759,795 | 687,953 | 8,017,427 | ||||||
2. | Advisory Vote on Executive Compensation | |||||||
For | Against | Abstain | Broker Non-Votes | |||||
128,904,946 | 2,476,019 | 66,783 | 8,017,427 | |||||
3. | Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Auditors for year ending December 31, 2015 | |||||||
For | Against | Abstain | ||||||
137,975,421 | 1,449,056 | 40,698 | ||||||
4. | Subsidiary Proposals | |||||||
4.1 | 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 | ||||||
130,836,846 | 610,902 | 8,017,427 | ||||||
2 | Election of Robert A. Bailenson: | |||||||
For | Withheld | Broker Non-Votes | ||||||
130,883,560 | 564,188 | 8,017,427 | ||||||
3 | Election of Russell B. Brewer II: | |||||||
For | Withheld | Broker Non-Votes | ||||||
130,883,431 | 564,317 | 8,017,427 | ||||||
4 | Election of Gary Burnet: | |||||||
For | Withheld | Broker Non-Votes | ||||||
130,883,660 | 564,088 | 8,017,427 | ||||||
5 | Election of Stephen Donnarumma: | |||||||
For | Withheld | Broker Non-Votes | ||||||
130,846,729 | 601,019 | 8,017,427 | ||||||
6 | Election of Dominic J. Frederico: | |||||||
For | Withheld | Broker Non-Votes | ||||||
130,881,696 | 566,052 | 8,017,427 | ||||||
7 | Election of James M. Michener: | |||||||
For | Withheld | Broker Non-Votes | ||||||
130,883,460 | 564,288 | 8,017,427 | ||||||
4.2 | Authorizing the Company to vote for the appointment of PricewaterhouseCoopers LLP as AG Re’s independent auditors for the year ending December 31, 2015: | |||||||
For | Against | Abstain | ||||||
137,971,452 | 1,450,822 | 42,901 | ||||||
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 11, 2015