8-K 1 a8kvoteresults2019.htm 8-K VOTE RESULTS 2019 Document



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 8, 2019
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

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 per share
AGO
New York Stock Exchange






Item 5.02     Departure of Directors or Certain Officers; Election or Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)    At the 2019 annual general meeting of shareholders of Assured Guaranty Ltd. (the “Company”) held on May 8, 2019, the Company’s shareholders approved the Employee Stock Purchase Plan, as amended through the third amendment (the "ESPP"), increasing the number of common shares available for issuance under the ESPP by 250,000 common shares, which shares are in addition to the 600,000 common shares previously reserved under the ESPP, for a total of 850,000 common shares. A more complete description of the ESPP is contained in the Company’s proxy statement dated March 27, 2019 (the "2019 Proxy Statement") as filed with the Securities and Exchange Commission, under the heading "Proposal No. 3: Approval of Employee Stock Purchase Plan, as Amended," which is hereby incorporated herein by reference. For the full text of the ESPP, which is hereby incorporated herein by reference, see Exhibit 10.1 hereto.






Item 5.07     Submission of Matters to a Vote of Security Holders

The Company convened its annual general meeting of shareholders on May 8, 2019, 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
 
 
 
88,624,031
987,008
67,950
4,768,564
 
 
1b)
G. Lawrence Buhl
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
88,333,335
1,277,703
67,951
4,768,564
 
 
1c)
Dominic J. Frederico
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
88,800,931
810,108
67,950
4,768,564
 
 
1d)
Bonnie L. Howard
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,588,387
22,769
67,833
4,768,564
 
 
1e)
Thomas W. Jones
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,587,550
23,589
67,850
4,768,564
 
 
1f)
Patrick W. Kenny
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
85,535,802
4,075,336
67,851
4,768,564
 
 
1g)
Alan J. Kreczko
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,588,006
22,813
68,170
4,768,564
 
 
1h)
Simon W. Leathes
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,513,745
97,073
68,171
4,768,564
 
 
1i)
Michael T. O'Kane
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
88,432,048
1,179,091
67,850
4,768,564
 
 
1j)
Yukiko Omura
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,586,638
19,656
72,695
4,768,564
 
2.
To approve, on an advisory basis, the compensation paid to the Company's named executive officers.
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
83,692,611
5,918,736
67,642
4,768,564
 





3.
To approve our employee stock purchase plan as amended through the third amendment:
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,292,977
359,748
26,264
4,768,564
 
4.
To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2019, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor:
 
 
For
Against
Abstain
 
 
 
 
93,344,652
1,030,349
72,552
 
 
5A.
To authorize the Company to vote for directors of the Company's subsidiary, Assured Guaranty Re Ltd. ("AG Re"):
 
5aa.
Howard W. Albert
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,579,351
48,972
50,666
4,768,564
 
 
5ab.
Robert A. Bailenson
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,606,636
29,487
42,866
4,768,564
 
 
5ac.
Russell B. Brewer II
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,606,866
29,257
42,866
4,768,564
 
 
5ad.
Gary Burnet
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,606,794
29,647
42,548
4,768,564
 
 
5ae.
Ling Chow
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,607,828
24,386
46,775
4,768,564
 
 
5af.
Stephen Donnarumma
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,349,023
287,098
42,868
4,768,564
 
 
5ag.
Dominic J. Frederico
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,349,440
283,194
46,355
4,768,564
 
 
5ah.
Walter A. Scott
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
 
 
 
89,607,551
23,807
47,631
4,768,564
 
5B.
To authorize the Company to appoint PwC as AG Re's independent auditor for the fiscal year ending December 31, 2019.
 
 
For
Against
Abstain
 
 
 
 
93,337,402
1,030,961
79,190
 
 








Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
Method of Filing
10.1

Incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 10-Q for the quarter ended March 31, 2019






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/ Ling Chow    
 
Name: Ling Chow
 
Title: General Counsel

DATE: May 13, 2019