Octave Specialty Group Inc 8-K, filed May 30, 2025
Octave Specialty Group Inc (OSG)
8-K
2025-05-30
For: 2025-05-28
View Original
Added on
April 07, 2026
About this 8-K
Octave Specialty Group Inc filed this 8-K on May 30, 2025, reporting on events of May 28, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | ||||||||
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 28, 2025
| (Exact name of Registrant as specified in its charter) | ||
| (State of incorporation) | (Commission file number) | (I.R.S. employer identification no.) | ||||||||||||
| (Address of principal executive offices) | |||||||||||
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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)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (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 Annual Meeting of Stockholders of Ambac Financial Group, Inc. (the “Company”) was held on May 28, 2025. Represented at the meeting were 36,193,206 shares, or approximately 78% of the Company’s 46,427,421 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 seven (7) director nominees named below to a term expiring at the 2026 annual meeting or until their successors are elected and qualified, with each receiving the following votes:
Name | Number of Votes For | Number of Votes Against | Number of Votes Abstained | Broker Non-Votes | ||||||||||||||||||||||
| Ian D. Haft | 27,993,784 | 1,783,759 | 317,352 | 6,098,311 | ||||||||||||||||||||||
| Lisa G. Iglesias | 27,757,050 | 2,020,889 | 316,956 | 6,098,311 | ||||||||||||||||||||||
| Joan Lamm-Tennant | 27,261,882 | 2,516,357 | 316,656 | 6,098,311 | ||||||||||||||||||||||
| Claude LeBlanc | 27,992,694 | 822,334 | 1,279,867 | 6,098,311 | ||||||||||||||||||||||
| Kristi A. Matus | 27,725,713 | 2,052,526 | 316,656 | 6,098,311 | ||||||||||||||||||||||
| Michael D. Price | 27,743,055 | 1,069,798 | 1,282,042 | 6,098,311 | ||||||||||||||||||||||
| Jeffrey S. Stein | 27,759,140 | 2,018,846 | 316,909 | 6,098,311 | ||||||||||||||||||||||
2.The Company’s stockholders approved, by advisory (non-binding) vote, the compensation of our named executive officers, as disclosed in the Company’s 2025 Proxy Statement, with the following vote:
Number of Votes For | Number of Votes Against | Number of Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 23,107,472 | 6,234,365 | 753,058 | 6,098,311 | |||||||||||||||||
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, 2025 with the following vote:
Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||||||||||||
| 35,394,344 | 493,595 | 305,267 | ||||||||||||
4.The Company’s stockholders approved, by advisory (non-binding) vote, that the frequency with which to hold advisory votes to approve executive compensation be "Every Year" with the following vote:
Votes For Every Year | Votes for Every 2 Years | Votes for Every 3 Years | Votes Abstained | |||||||||||||||||
| 25,843,113 | 858,681 | 3,056,309 | 336,792 | |||||||||||||||||
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EXHIBIT INDEX
| Exhibit | ||||||||
| Number | Exhibit Description | |||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags or embedded within the Inline XBRL document | |||||||
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.
| Ambac Financial Group, Inc. | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| Dated: | May 30, 2025 | By: | /s/ Stephen M. Ksenak | |||||||||||||||||
| Stephen M. Ksenak | ||||||||||||||||||||
| Senior Managing Director and General Counsel | ||||||||||||||||||||
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