Arch Capital Group Ltd. (NASDAQ:ACGL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02

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

On November 2, 2017, Kewsong Lee, a director of Arch Capital Group Ltd. (“ACGL”), notified the Board of Directors (the “Board”) that he was resigning from the Board, effective immediately, as a result of the expansion of his duties at Carlyle Group LP following his recent promotion to co-CEO effective January 1, 2018.

ITEM 7.01Regulation FD Disclosure.

On November 3, 2017, ACGL issued a press release announcing the matters described in Item 5.02 above. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form8-K, including Exhibit99.1, shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 8.01Other Items.

Preferred Share Dividends. On November 2, 2017, the Arch Capital Group Ltd. board of directors (“Board”) declared dividends with respect to the outstanding 3,702,193 shares of its 6.75% Non-Cumulative Preferred Shares, Series C, $0.01 per share (the “Series C Shares”), with a liquidation preference of $25.00 per share, as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on December 31, 2017 to holders of record of the Series C Shares, as of December 15, 2017, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the applicable effective date.

In addition, on November 2, 2017, the Board 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 December 31, 2017 to holders of record of the Series E Shares, as of December 15, 2017, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the applicable effective date.

On October 3, 2017, ACGL reported on Form 8-K that on September 30, 2017, the Board declared dividends with respect to the outstanding 9,200,000 depositary shares, each representing a 1/1000thinterest in a share of 5.45% Non-Cumulative Preferred Shares, SeriesF, $0.01 per share (“SeriesF Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below including the respective effective dates for declaration. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on January 2, 2018 to holders of record of the SeriesF Shares, as of December 15, 2017, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the applicable effective date.

ITEM 9.01Financial Statements and Exhibits.

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

ARCH CAPITAL GROUP LTD. Exhibit
EX-99.1 2 ex991pressrelease11317.htm EX 99.1 Exhibit Exhibit 99.1ARCH CAPITAL GROUP LTD.ANNOUNCES RESIGNATION OF KEWSONG LEE FROM THE BOARD OF DIRECTORSHAMILTON,…
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About Arch Capital Group Ltd. (NASDAQ:ACGL)

Arch Capital Group Ltd. writes insurance and reinsurance on worldwide basis. The Company operates in five segments: insurance, reinsurance, mortgage, other and corporate. The Company’s insurance, reinsurance and mortgage segments are underwriting segments. The insurance segment’s product lines include construction and national accounts; excess and surplus casualty; lenders products; professional lines; programs; property, energy, marine and aviation; travel, accident and health, and other, which includes alternative market risks and excess workers’ compensation. The reinsurance segment’s product lines include casualty; marine and aviation; other specialty; property catastrophe; property excluding property catastrophe, and other, which includes life reinsurance and casualty clash businesses. The mortgage segment includes the results of Arch Mortgage Insurance Company (Arch MI U.S.) and Arch Mortgage Insurance Designated Activity Company (Arch MI Europe).