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

August 16, 2021

Date of Report (Date of earliest event reported) 

Arch Capital Group Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	001-16209	98-0374481
(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):

☐    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 1/1,000th interest in a 5.25% Series E preferred share	ACGLP	NASDAQ	Stock Market
Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share	ACGLO	NASDAQ	Stock Market
Depositary shares, each representing a 1/1,000th interest in a 4.55% Series G preferred share	ACGLN	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.  o

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 August 16, 2021, Arch Capital Group Ltd. (“ACGL”) announced that Francis Ebong and Eileen Mallesch will be appointed to ACGL's Board of Directors (“Board”), effective August 16, 2021.

On August 13, 2021, the Board unanimously approved an increase in the Board size from 11 members to 13 members and unanimously approved the appointment of Mr. Ebong and Ms. Mallesch as members of the Board.

There are no arrangements or understandings between either of these individuals and any other person pursuant to which either Mr. Ebong or Ms. Mallesch was selected to serve as a director. Neither Mr. Ebong nor Ms. Mallesch is a party to any current or proposed transaction with ACGL requiring disclosure under Item 404(a) of Regulation S-K. Neither Mr. Ebong nor Ms. Mallesch 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. Ebong or Ms. Mallesch 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. Ebong and Ms. Mallesch 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 2021 Annual General Meeting of Shareholders, filed with the Securities and Exchange Commission on May 6, 2021, which disclosure is incorporated herein by reference.

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

Name	Class
Francis Ebong	Class I
Eileen Mallesch	Class I

ITEM 9.01           Financial Statements and Exhibits.

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

EXHIBIT NO.	DESCRIPTION
99.1	Press release, dated August 16, 2021

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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: August 16, 2021	By:	/s/ François Morin
		Name:	François Morin
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

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EX-99.1

Exhibit 99.1

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08 Bermuda

archgroup.com

PRESS RELEASE

Arch Capital Group Ltd. Appoints Francis Ebong and Eileen Mallesch to Board of Directors

August 16, 2021 -- PEMBROKE, Bermuda-- Arch Capital Group Ltd. [NASDAQ: ACGL] today announced that Francis Ebong and Eileen Mallesch will join the Company’s Board of Directors, effective immediately.

Mr. Ebong has an extensive background in technology and innovation and is currently Managing Director of Program Management at X, Alphabet’s in-house research and development division, where he is tasked with launching technologies to improve the lives of billions of people. Prior to joining Alphabet, he worked at Facebook as the Director of Global Operations and Partnerships, where he led a team responsible for the launch of FB Live, Marketplace and Messenger. He also has experience working at Postmates, Apple and Deloitte.

Ms. Mallesch boasts over 30 years of finance and risk experience, including serving as Senior Vice President and Chief Financial Officer for Nationwide’s Property and Casualty segment. Ms. Mallesch also has broad finance and business strategy expertise in the insurance, telecommunications and consumer products industries. Her significant board experience includes current positions on the boards of Brighthouse Financial and Fifth Third Bancorp. She previously served on the boards of Bob Evans Farms, Inc., Libbey Inc. and State Auto Financial.

Jack Bunce, Chairman of ACGL’s Nominating and Governance Committee said, “Francis’ background at cutting-edge, digitally native mega-caps combined with Eileen’s extensive financial, insurance and board experience will enhance the overall capabilities of our Board, specifically in the area of fintech transformation and identifying opportunities that lie ahead for the financial world. They will bring distinct and unique perspectives that will broaden the Board’s talent and outlook for the next stage of our growth.”

“The long term success of our Board of Directors requires us to regularly assess and refresh the array of professional experiences and perspectives of our Board members,” said John Pasquesi, Chairman of the ACGL Board of Directors. “Francis and Eileen bring impeccable credentials and we are fortunate to have them join our Board and contribute to the collective success of Arch.”

About Arch Capital Group Ltd.

Arch Capital Group Ltd., a publicly listed Bermuda exempted company with approximately $16.7 billion in capital at June 30, 2021, 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: adverse general economic and market conditions; increased competition; pricing and policy term trends; fluctuations in the actions of rating agencies and the Company’s ability to maintain and improve its ratings; investment performance; the loss of key personnel; the adequacy of the Company’s 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, including pandemics such as COVID-19; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in the United States or elsewhere; the Company’s ability to successfully integrate, establish and maintain operating procedures as well as integrate the businesses the Company has 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 the Company of reinsurance to manage the Company’s gross and net exposures; the failure of others to meet their obligations to the Company; changes in the method for determining the London Inter-bank Offered Rate (“LIBOR”) and the potential replacement of LIBOR and other factors identified in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”).

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. The Company undertakes no obligation to publicly update or revise any forward−looking statement, whether as a result of new information, future events or otherwise.

###

Source: Arch Capital Group Ltd.

arch-corporate

Contact:

Greg Hare, 336-333-0416

Arch Capital Services LLC

ghare@archgroup.com

2

XML

Document and Entity Information Cover	Aug. 16, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 16, 2021
Entity Registrant Name	Arch Capital Group Ltd.
Entity Central Index Key	0000947484
Entity Incorporation, State or Country Code	D0
Entity File Number	001-16209
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
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 1/1,000th 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 1/1,000th interest in a 5.45% Series F preferred share
Trading Symbol	ACGLO
Security Exchange Name	NASDAQ
Depositary Series G Preferred Shares
Entity Listings [Line Items]
Title of 12(b) Security	Depositary shares, each representing a 1/1,000th interest in a 4.55% Series G preferred share
Trading Symbol	ACGLN
Security Exchange Name	NASDAQ