8-K

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

November 21, 2019

Date of Report (Date of earliest event reported)

Arch Capital Group Ltd.

(Exact name of registrant as specified in its charter)

Bermuda				98-0374481
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
Waterloo House, Ground Floor
100 Pitts Bay Road,	Pembroke	HM 08,	Bermuda	(441)	278-9250
(Address of principal executive offices)				(Registrant’s telephone number, including area code)

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 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

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     ☐

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

Appointment of New Directors. 

On November 21, 2019, Arch Capital Group Ltd. (“ACGL”) announced that Thomas Watjen and Moira Kilcoyne will be appointed to ACGL's Board of Directors ("Board"), effective January 1, 2020.

There are no arrangements or understandings between either of these individuals and any other person pursuant to which either Mr. Watjen or Ms. Kilcoyne was selected to serve as a director. Neither Mr. Watjen nor Ms. Kilcoyne is a party to any current or proposed transaction with ACGL requiring disclosure under Item 404(a) of Regulation S-K. Neither Mr. Watjen nor Ms. Kilcoyne is a party to or participates in any other material plan, contract or arrangement (whether or not written) that is entered into or was materially amended in connection with the individual’s selection to serve as a director of ACGL. There also has been no other grant or award to either Mr. Watjen or Ms. Kilcoyne or a modification thereto, under any such plan, contract or arrangement in connection with the individual’s selection to serve as a director of ACGL.

Both Mr. Watjen and Ms. Kilcoyne will be entitled to the compensation that ACGL pays its other non-employee directors in the form of cash and equity. For more information on the compensation of ACGL’s directors, please refer to the disclosure under the heading "Director Compensation" in ACGL's definitive proxy statement for its 2019 Annual General Meeting of Shareholders, filed with the Securities and Exchange Commission on May 8, 2019, which disclosure is incorporated herein by reference.

Such new directors were appointed to the classes of the Board indicated below:

Name	Class*
Thomas Watjen	Class II
Moira Kilcoyne	Class III

_____________

* The terms for the Class II and Class III directors expire in 2021 and 2022, respectively.

On November 21, 2019, ACGL issued a press release announcing the matters described herein in Item 5.02. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01     Financial Statements and Exhibits.

(d):     The following exhibits are being filed herewith.

EXHIBIT NO .	DESCRIPTION
99.1	Press release, dated November 21, 2019

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: November 21, 2019	By:	/s/ W. Preston Hutchings
		Name:	W. Preston Hutchings
		Title:	Senior Vice President and Chief Investment Officer

EX-99.1

Exhibit 99.1

Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08 Bermuda

archcapgroup.comPRESS RELEASE

ARCH CAPITAL GROUP LTD. APPOINTS

MORIA KILCOYNE AND THOMAS WATJEN TO BOARD OF DIRECTORS

PEMBROKE, BERMUDA, November 21, 2019 — Arch Capital Group Ltd. [NASDAQ: ACGL] today announced that Moira Kilcoyne and Thomas Watjen will be appointed to the Company’s Board of Directors, effective Jan. 1, 2020.

Ms. Kilcoyne is a 30+ year technology industry veteran with extensive financial services experience including serving as Co-Chief Information Officer (CIO) of Morgan Stanley, where she sat on the firm’s Management Committee. Prior to becoming CIO, Ms. Kilcoyne held a number of senior technology roles within Morgan Stanley. She currently serves on the boards of directors of Quilter plc, an asset management and custody bank, and Citrix Systems, a networking and analytics solutions company. She is also a Trustee of Manhattan College.

Mr. Watjen has extensive experience in the insurance sector, having spent over 20 years at Unum Group, including 12 as President and CEO of Unum and its predecessor, The Provident Companies. He has significant board experience including his current position on the board of Prudential plc and previously held positions on the boards of SunTrust Bank and the Unum Group.

Jack Bunce, Chairman of ACGL’s Nominating and Governance Committee said, “Tom’s perspective from having been CEO of a large, publicly traded insurance company and Moira’s experience leading a global IT group for a well-known financial services company enhance the overall capabilities of our board. Their insights can only help increase our effectiveness.”

“We’re happy to be able to add two individuals of the caliber of Tom and Moira to our Board of Directors,” said John Pasquesi, Chairman of the Board of Directors of ACGL. “They bring well-established credentials and we look forward to hearing their viewpoints and benefitting from their contributions for years to come.”

About Arch Capital Group Ltd.

Arch Capital Group Ltd., a Bermuda-based company with approximately $12.89 billion in capital at September 30, 2019, provides insurance, reinsurance and mortgage insurance on a worldwide basis through its wholly owned subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward–looking statements. This release or any other written or oral statements made by or on behalf of Arch Capital Group Ltd. and its subsidiaries may include forward−looking statements, which reflect our current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this release are forward–looking statements.

Forward–looking statements can generally be identified by the use of forward–looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or their negative or variations or similar terminology. Forward−looking statements involve our current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: adversegeneral economic and market conditions;increased competition;pricing and policy term trends;fluctuations in the actions of rating agencies and ourability to maintain and improve our ratings; investment performance;the loss of key personnel;the adequacy of our loss reserves,severity and/or frequency of losses, greater than expected loss ratios and adverse development on claim and/or claim expense liabilities;greater frequency or severity of unpredictable natural and man-made catastrophic events; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in the United States or elsewhere;our ability to successfully integrate, establish and maintain operating procedures as well as integrate the businesses we have acquired or may acquire into the existing operations;changes in accounting principles or policies;material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements;availability and cost to us of reinsurance to manage our gross and net exposures;the failure of others to meet their obligations to us; andother factors identified in our filings with the U.S. Securities and Exchange Commission.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. All subsequent written and oral forward−looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forward−looking statement, whether as a result of new information, future events or otherwise.

###

Contact:

Arch Capital Group Ltd.

François Morin
(441) 278-9250

XML

Document and Entity Information	Nov. 21, 2019
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 21, 2019
Entity Registrant Name	Arch Capital Group Ltd.
Entity Incorporation, State or Country Code	D0
Entity Tax Identification Number	98-0374481
Entity Address, Address Line One	Waterloo House, Ground Floor
Entity Address, Address Line Two	100 Pitts Bay Road,
Entity Address, City or Town	Pembroke
Entity Address, Postal Zip Code	HM 08,
Entity Address, Country	BM
City Area Code	(441)
Local Phone Number	278-9250
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000947484
Amendment Flag	false
Entity File Number	001-16209
Common shares
Entity Listings [Line Items]
Title of 12(b) Security	Common shares, $0.0011 par value per share
Trading Symbol	ACGL
Security Exchange Name	NASDAQ
Depositary Series E Preferred Shares
Entity Listings [Line Items]
Title of 12(b) Security	Depositary shares, each representing a 1/100th interest in a 5.25% Series E preferred share
Trading Symbol	ACGLP
Security Exchange Name	NASDAQ
Depositary Series F Preferred Shares
Entity Listings [Line Items]
Title of 12(b) Security	Depositary shares, each representing a 1/100th interest in a 5.45% Series F preferred share
Trading Symbol	ACGLO
Security Exchange Name	NASDAQ