Octave Specialty Group Inc 8-K, filed Oct 16, 2024
Octave Specialty Group Inc (OSG)
8-K
2024-10-16
For: 2024-10-16
View Original
Added on
April 07, 2026
About this 8-K
Octave Specialty Group Inc filed this 8-K on October 16, 2024.
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): October 16, 2024
| (Exact name of Registrant as specified in its charter) | ||
| (State of incorporation) | (Commission file number) | (I.R.S. employer identification no.) | ||||||||||||
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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
A Special Meeting of Stockholders (the “Special Meeting”) of Ambac Financial Group, Inc. (the “Company”) was held on October 16, 2024 via live webcast. As of the record date, September 3, 2024, 47,440,995 shares of voting common stock were outstanding and eligible to vote at the Special Meeting, and 38,019,302 shares, or approximately 80%`, were present or represented by proxy at the Special Meeting. Set forth below is a brief description of each matter voted upon at the Special Meeting and the results of voting on each such matter. The proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 6, 2024 (the “Proxy Statement”).
1.The Company’s stockholders voted to approve the stock purchase agreement, dated June 4, 2024, by and between the Company and American Acorn Corporation (“Buyer”), a Delaware corporation owned by funds managed by Oaktree Capital Management, L.P., providing for the sale by the Company to Buyer of all of the issued and outstanding shares of common stock, par value $2.50 per share, of Ambac Assurance Corporation, a Wisconsin stock insurance company and wholly-owned subsidiary of the Company (the “Sale,” and such proposal, the “Sale Proposal”), as such Sale could be considered to constitute the sale of substantially all of the Company’s property and assets within the meaning of Section 271 of the General Corporation Law of the State of Delaware.
Number of Votes For | Number of Votes Against | Number of Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 36,055,056 | 1,924,034 | 40,212 | — | |||||||||||||||||
2.The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that may under certain circumstances, be paid or provided by the Company to its named executive officers in connection with the Sale.
Number of Votes For | Number of Votes Against | Number of Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 33,992,230 | 3,751,107 | 275,965 | — | |||||||||||||||||
3.The Company’s stockholders approved the adjournment of the Special Meeting, if necessary or appropriate, in order to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Sale Proposal.
Number of Votes For | Number of Votes Against | Number of Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 34,585,893 | 3,366,541 | 66,868 | — | |||||||||||||||||
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 | |||||||
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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.
| Ambac Financial Group, Inc. | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| Dated: | October 16, 2024 | By: | /s/ William J. White | |||||||||||||||||
| William J. White | ||||||||||||||||||||
First Vice President, Secretary and Assistant General Counsel | ||||||||||||||||||||
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