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 18, 2016
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 18, 2016. Represented at the meeting were 33,712,877shares, or approximately 75%, of the Company’s 45,046,996 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 six (6) director nominees named below to a term expiring at the 2017 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
Alexander D. Greene
 
26,964,858
 
4,666,217
 
2,081,802
Ian D. Haft
 
31,232,978
 
398,097
 
2,081,802
David Herzog
 
31,388,935
 
242,140
 
2,081,802
C. James Prieur
 
29,336,062
 
2,295,013
 
2,081,802
Jeffrey S. Stein
 
26,795,236
 
4,835,839
 
2,081,802
Nader Tavakoli
 
27,000,435
 
4,630,640
 
2,081,802
2.
The Company’s stockholders approved, by advisory (non-binding vote), the compensation of our named executive officers, as disclosed in the Company’s 2016 Proxy Statement, with the following vote:
Number of
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
17,327,673
 
15,061,942
 
124,552
 
1,198,710
3.
The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016 with the following vote:
Number of Votes For
 
Votes Against
 
Abstentions
33,622,711
 
72,305
 
17,861

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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 18, 2016
 
By:
 
/s/ William J. White
 
 
 
 
 
First Vice President, Secretary, and Assistant General Counsel

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