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 14, 2015
Ambac Financial Group, Inc.
(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) 658-7470
(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 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Ambac Financial Group, Inc. (the “Company”) was held on May 14, 2015. Represented at the meeting were 40,447,544 shares, or approximately 90%, of the Company’s 45,003,598 shares of common stock outstanding and entitled to vote at the meeting. Set forth below are the final voting results for the actions taken by the stockholders at the meeting.
1.
The Company’s stockholders elected the five (5) director nominees named below to a term expiring at the 2016 annual meeting or until their successors are elected and qualified, with each receiving the following votes:
Name
 
Number of Votes For
 
Votes Withheld
 
Broker Non-Votes
Nader Tavakoli
 
29,971,185
 
309,603
 
10,166,756
Jeffrey S. Stein
 
29,968,558
 
312,230
 
10,166,756
Eugen M. Bullis
 
29,964,459
 
316,329
 
10,166,756
Alexander D. Greene
 
29,979,491
 
301,297
 
10,166,756
Victor Mandel
 
27,728,430
 
2,552,358
 
10,166,756
2.
The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015 with the following vote:
Number of Votes For
 
Votes Against
 
Abstentions
40,322,466
 
113,399
 
11,679
3.
The Company’s stockholders approved, by nonbinding vote, the compensation of our named executive officers, as disclosed in the Company’s 2014 Proxy Statement, with the following vote:
Number of
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
29,808,339
 
291,554
 
180,895
 
10,166,756



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.
 
 
 
Ambac Financial Group, Inc.
 
 
 
(Registrant)
 
 
 
 
 
 
Dated:
May 14, 2015
 
By:
 
/s/ William J. White
 
 
 
 
 
Assistant General Counsel
and Corporate Secretary