Assured Guaranty Ltd 8-K, filed May 5, 2023
Assured Guaranty Ltd (AGO)
8-K
2023-05-05
For: 2023-05-03
View Original
Added on
April 10, 2026
About this 8-K
Assured Guaranty Ltd filed this 8-K on May 5, 2023, reporting on events of May 3, 2023.
Items reported
- Item 5.07: Shareholder vote results
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, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of exchange on which registered | |||||||||
| $0.01 par value per share | |||||||||||
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 ☐
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company convened its annual general meeting of shareholders on May 3, 2022, 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:
| Director Nominees | For | Against | Abstain | Broker Non- Votes | ||||||||||
| Francisco L. Borges | 45,949,762 | 4,784,388 | 42,811 | 3,187,920 | ||||||||||
| G. Lawrence Buhl | 48,729,308 | 2,005,463 | 42,190 | 3,187,920 | ||||||||||
| Dominic J. Frederico | 50,407,703 | 327,069 | 42,189 | 3,187,920 | ||||||||||
| Bonnie L. Howard | 48,981,688 | 1,753,182 | 42,091 | 3,187,920 | ||||||||||
| Thomas W. Jones | 48,749,387 | 1,984,763 | 42,811 | 3,187,920 | ||||||||||
| Patrick W. Kenny | 48,668,040 | 2,066,631 | 42,290 | 3,187,920 | ||||||||||
| Alan J. Kreczko | 49,242,247 | 1,492,543 | 42,171 | 3,187,920 | ||||||||||
| Simon W. Leathes | 49,922,614 | 812,058 | 42,289 | 3,187,920 | ||||||||||
| Yukiko Omura | 50,007,791 | 726,250 | 42,920 | 3,187,920 | ||||||||||
| Lorin P.T. Radtke | 50,414,091 | 313,250 | 49,620 | 3,187,920 | ||||||||||
| Courtney C. Shea | 50,437,952 | 287,744 | 51,265 | 3,187,920 | ||||||||||
2. To approve, on an advisory basis, the compensation paid to the Company's named executive officers:
| For | Against | Abstain | Broker Non- Votes | ||||||||
| 42,460,430 | 8,286,844 | 29,687 | 3,187,920 | ||||||||
3. To approve, on an advisory basis, the frequency of the advisory vote on compensation paid to the Company’s named executive officers:
| 1 Year | 2 Year | 3 Year | Abstain | ||||||||
| 45,740,406 | 76,406 | 4,915,066 | 45,083 | ||||||||
4. To approve the Company’s Employee Stock Purchase Plan, as amended through the Fourth Amendment:
| For | Against | Abstain | Broker Non- Votes | ||||||||
| 50,556,671 | 194,404 | 25,886 | 3,187,920 | ||||||||
5. To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2023, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor:
| For | Against | Abstain | ||||||
| 52,680,828 | 1,260,673 | 23,380 | ||||||
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6A. To authorize the Company to vote for directors of the Company’s subsidiary, Assured Guaranty Re Ltd. (“AG Re”):
| Director Nominees | For | Against | Abstain | Broker Non- Votes | ||||||||||
| Robert A. Bailenson | 50,574,776 | 176,049 | 26,136 | 3,187,920 | ||||||||||
| Gary Burnet | 50,657,279 | 93,446 | 26,236 | 3,187,920 | ||||||||||
| Ling Chow | 50,644,427 | 102,884 | 29,650 | 3,187,920 | ||||||||||
| Stephen Donnarumma | 50,639,265 | 104,241 | 33,455 | 3,187,920 | ||||||||||
| Dominic J. Frederico | 50,654,434 | 95,872 | 26,655 | 3,187,920 | ||||||||||
| Darrin Futter | 50,650,780 | 98,196 | 27,985 | 3,187,920 | ||||||||||
| Jorge Gana | 50,651,861 | 96,696 | 28,404 | 3,187,920 | ||||||||||
| Holly L. Horn | 50,653,794 | 97,085 | 26,082 | 3,187,920 | ||||||||||
| Walter A. Scott | 50,660,393 | 90,436 | 26,132 | 3,187,920 | ||||||||||
6B. To authorize the Company to appoint PwC as AG Re’s independent auditor for the fiscal year ending December 31, 2023:
| For | Against | Abstain | ||||||
| 52,776,316 | 1,165,181 | 23,384 | ||||||
After taking into account the results of the shareholder advisory vote on the frequency of say-on-pay conducted at the 2023 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.
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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 hereunto duly authorized.
| Assured Guaranty Ltd. | ||||||||
| By: | /s/ Ling Chow | |||||||
Name: Ling Chow Title: General Counsel | ||||||||
DATE: May 5, 2023
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