8-K 1 a8-k5819.htm 8-K 5.8.19 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
 
May 8, 2019
Date of Report (Date of earliest event reported)
 
Arch Capital Group Ltd.
(Exact name of registrant as specified in its charter)
 
Bermuda
 
001-16209
 
N/A
(State or other
jurisdiction of
incorporation or
organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code:
(441) 278-9250
 
N/A
(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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Exchange Act:
Title of each class
 
Trading Symbol (s)
 
Name of each exchange on which registered
Common shares, $0.0011 par value per share
 
ACGL
 
NASDAQ Stock Market
Depositary shares, each representing a 1/100th interest in a 5.25% Series E preferred share
 
ACGLP
 
NASDAQ Stock Market
Depositary shares, each representing a 1/100th interest in a 5.45% Series F preferred share
 
ACGLO
 
NASDAQ Stock Market


ITEM 5.07    Submission of Matters to a Vote of Security Holders.
ACGL’s annual meeting of shareholders was held on May 8, 2019. At the meeting, the holders of 363,880,635 common shares, which represents approximately 90 percent of the outstanding shares entitled to vote as of the record date of March 8, 2019, were represented in person or by proxy. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:
Item 1. The vote on the election of the three Class III directors to hold office until the 2022 annual meeting of shareholders or until their successors are elected and qualified. The voting results were as follows:

NOMINEE
FOR
AGAINST
WITHHELD
BROKER NON-VOTES
John L. Bunce, Jr.
331,269,572
11,250,184
117,392
21,243,487
Marc Grandisson
339,128,097
3,494,930
14,121
21,243,487
Eugene S. Sunshine
335,881,189
6,668,459
87,500
21,243,487

Item 2. The vote on a proposal on advisory vote on executive compensation (say-on-pay). The voting results were as follows:

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
326,664,899
15,795,663
176,586
21,243,487

Item 3. The vote on the ratification of the selection of PricewaterhouseCoopers LLP as ACGL’s independent registered public accounting firm for the year ending December 31, 2019. The voting results were as follows:

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
359,614,996
4,168,623
97,016
0

Item 4. The vote on the election of certain individuals as Designated Company Directors of certain of ACGL’s non-U.S. subsidiaries. The voting results were as follows:

DIRECTOR
FOR
AGAINST
WITHHOLD
BROKER NON-VOTES
Robert Appleby
342,474,103
64,819
98,226
21,243,487
Dennis R. Brand
342,357,563
170,148
109,437
21,243,487
Graham B.R. Collis
335,102,287
953,015
6,581,846
21,243,487
Matthew Dragonetti
342,543,138
19,733
74,277
21,243,487
Jerome Halgan
342,534,810
27,052
75,286
21,243,487
W. Preston Hutchings
342,509,616
58,607
68,925
21,243,487
Pierre Jal
342,442,772
83,130
111,246
21,243,487
Francois Morin
334,009,842
2,010,990
6,616,316
21,243,487
David J. Mulholland
342,505,297
17,146
114,705
21,243,487
Maamoun Rajeh
342,445,995
84,911
106,242
21,243,487

ITEM 8.01    Other Events.

Preferred Share Dividends.  On May 8, 2019, the Board of Directors (the “Board”) of ACGL declared dividends with respect to the outstanding 18,000,000 depositary shares, each representing a 1/1000th interest in a share of 5.25% Non-Cumulative Preferred Shares, Series E, $0.01 per share (“Series E Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below.  All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on June 30, 2019 to holders of record of the Series E Shares, as of June 15, 2019, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date. In addition, the Board declared dividends with respect to the Series E Shares, to be payable out of lawfully available funds for the


payment of dividends under Bermuda law on September 30, 2019 to holders of record of the Series E Shares, as of September 15, 2019, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.
Series
Effective Date for Declaration
Dividend Period
Dividend Amount
Rate Per Share
Series E
6/30/19
3/31/19-6/29/19

$5,906,250

$0.328125
Series E
9/30/19
6/30/19-9/29/19

$5,906,250

$0.328125

In addition, on May 8, 2019, the Board of ACGL declared dividends with respect to the outstanding 13,200,000 depositary shares, each representing a 1/1000th interest in a share of 5.45% Non-Cumulative Preferred Shares, Series F, $0.01 per share (“Series F Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below.  All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on June 30, 2019 to holders of record of the Series F Shares, as of June 15, 2019, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date. In addition, the Board declared dividends with respect to the Series F Shares, to be payable out of lawfully available funds for the payment of dividends under Bermuda law on September 30, 2019 to holders of record of the Series F Shares, as of September 15, 2019, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.
Series
Effective Date for Declaration
Dividend Period
Dividend Amount
Rate Per Share
Series F
6/30/19
3/31/19-6/29/19

$4,496,250


$0.340625

Series F
9/30/19
6/30/19-9/29/19

$4,496,250


$0.340625






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ARCH CAPITAL GROUP LTD.
 
 
 
 
 
 
Date: May 13, 2019
By:
/s/ W. Preston Hutchings
 
 
Name:
W. Preston Hutchings
 
 
Title:
Senior Vice President and Chief Investment Officer