8-K
Assured Guaranty Ltd (AGO)
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 2, 2024
ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 001-32141 | 98-0429991 |
|---|---|---|
| (State or other jurisdiction <br>of incorporation or organization) | (Commission File Number) | (I.R.S. Employer <br>Identification No.) |
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):
☐ 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-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of exchange on which registered | |
|---|---|---|---|
| Common Shares | $0.01 par value per share | AGO | New York Stock Exchange |
| Assured Guaranty US Holdings Inc. 6.125% Senior Notes due 2028 (and the related guarantee of Registrant) | AGO/28 | New York Stock Exchange | |
| Assured Guaranty US Holdings Inc. 3.150% Senior Notes due 2031 (and the related guarantee of Registrant) | AGO/31 | New York Stock Exchange | |
| Assured Guaranty US Holdings Inc. 3.600% Senior Notes due 2051 (and the related guarantee of Registrant) | AGO/51 | New York Stock Exchange |
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 2, 2024, 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 |
|---|---|---|---|---|
| Mark C. Batten | 49,638,220 | 57,770 | 19,207 | 2,793,192 |
| Francisco L. Borges | 48,203,221 | 1,492,834 | 19,142 | 2,793,192 |
| Dominic J. Frederico | 49,466,690 | 227,036 | 21,471 | 2,793,192 |
| Bonnie L. Howard | 48,449,319 | 1,244,095 | 21,783 | 2,793,192 |
| Thomas W. Jones | 48,641,686 | 1,051,663 | 21,848 | 2,793,192 |
| Alan J. Kreczko | 48,929,956 | 763,394 | 21,847 | 2,793,192 |
| Yukiko Omura | 48,414,056 | 1,279,321 | 21,820 | 2,793,192 |
| Lorin P.T. Radtke | 49,055,342 | 638,008 | 21,847 | 2,793,192 |
| Courtney C. Shea | 49,555,956 | 136,921 | 22,320 | 2,793,192 |
2. To approve, on an advisory basis, the compensation paid to the Company's named executive officers:
| For | Against | Abstain | Broker Non- Votes |
|---|---|---|---|
| 40,923,180 | 8,773,660 | 18,357 | 2,793,192 |
3. To approve the Assured Guaranty 2024 Long-Term Incentive Plan:
| For | Against | Abstain | Broker Non- Votes |
|---|---|---|---|
| 48,071,399 | 1,628,132 | 15,666 | 2,793,192 |
4. To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2024, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor:
| For | Against | Abstain |
|---|---|---|
| 51,227,251 | 1,270,721 | 10,417 |
5A. 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 | 49,631,138 | 65,124 | 18,935 | 2,793,192 |
| Gary Burnet | 49,633,170 | 63,011 | 19,016 | 2,793,192 |
| Ling Chow | 49,636,469 | 62,883 | 15,845 | 2,793,192 |
| Stephen Donnarumma | 49,622,711 | 61,172 | 31,314 | 2,793,192 |
| Dominic J. Frederico | 49,628,165 | 58,730 | 28,302 | 2,793,192 |
| Darrin Futter | 49,635,521 | 58,591 | 21,085 | 2,793,192 |
| Jorge A. Gana | 49,636,750 | 59,564 | 18,883 | 2,793,192 |
| Holly L. Horn | 49,641,997 | 56,238 | 16,962 | 2,793,192 |
| Benjamin Rosenblum | 49,639,906 | 56,408 | 18,883 | 2,793,192 |
| Walter Scott | 49,640,060 | 57,210 | 17,927 | 2,793,192 |
5B. To authorize the Company to appoint PwC as AG Re’s independent auditor for the fiscal year ending December 31, 2024:
| For | Against | Abstain |
|---|---|---|
| 51,315,559 | 1,183,382 | 9,448 |
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 <br>Title: General Counsel |
DATE: May 6, 2024
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