ASSURED GUARANTY LTD - FORM 8-K - May 8, 2017




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 3, 2017
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







Item 5.07     Submission of Matters to a Vote of Security Holders

Assured Guaranty Ltd. (the "Company") convened its annual general meeting of shareholders on May 3, 2017, 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
 
 
 
 
 
1a)
Francis L. Borges
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
111,794,787
19,359
103,302
5,161,744
 
 
1b)
G. Lawrence Buhl
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
110,365,179
1,448,395
103,874
5,161,744
 
 
1c)
Dominic J. Frederico
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
110,782,751
1,031,195
103,502
5,161,744
 
 
1d)
Bonnie L. Howard
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
111,793,846
20,475
103,127
5,161,744
 
 
1e)
Thomas W. Jones
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
86,067,064
25,747,082
103,302
5,161,744
 
 
1f)
Patrick W. Kenny
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
110,375,540
1,438,035
103,873
5,161,744
 
 
1g)
Alan J. Kreczko
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
111,797,609
16,538
103,301
5,161,744
 
 
1h)
Simon W. Leathes
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
104,602,094
7,165,209
150,145
5,161,744
 
 
1i)
Michael T. O'Kane
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
110,526,918
1,287,229
103,301
5,161,744
 
 
1j)
Yukiko Omura
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
111,687,712
126,610
103,126
5,161,744
 
2.
To approve, on an advisory basis, the compensation paid to the Company's named executive officers.
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
109,749,222
1,974,198
194,028
5,161,744
 
3.
To approve, on an advisory basis, the frequency of the advisory vote on the compensation paid to the Company’s named executive officers:
 
 
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
 
 
100,699,444
36,958
11,052,642
128,404
5,161,744





4.
To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2017, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor:
 
 
For
Against
Abstain
 
 
 
115,277,802
1,691,431
109,959
 
5A.
To authorize the Company to vote for directors of our subsidiary, Assured Guaranty Re Ltd. ("AG Re"):
 
5aa.
Howard W. Albert
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
111,394,272
412,249
110,927
5,161,744
 
5ab.
Robert A. Bailenson
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
111,397,166
409,892
110,390
5,161,744
 
5ac.
Russell B. Brewer II
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
111,394,645
411,914
110,889
5,161,744
 
5ad.
Gary Burnet
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
111,395,716
410,342
111,390
5,161,744
 
5ae.
Stephen Donnarumma
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
111,393,934
411,843
111,671
5,161,744
 
5af.
Dominic J. Frederico
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
111,394,740
411,929
110,779
5,161,744
 
5ag.
James M. Michener
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
111,396,561
409,407
111,480
5,161,744
 
5ah.
Walter A. Scott
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
111,394,640
411,329
111,479
5,161,744
5B.
To authorize the Company to appoint PwC as AG Re's independent auditor for the fiscal year ending December 31, 2017.
 
 
For
Against
Abstain
 
 
 
115,212,127
1,742,513
124,552
 


After taking into account the results of the shareholder advisory vote on the frequency of say-on-pay conducted at the 2017 annual general meeting, the Board of Directors decided that it shall be the Company’s policy to submit the compensation of its named executive officers to shareholders for a non-binding advisory vote annually, at least until the Company’s next annual general meeting at which an advisory vote on the frequency of say-on-pay votes is conducted.





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 8, 2017