Arch Capital Group Ltd. (NASDAQ:ACGL) Files An 8-K Submission of Matters to a Vote of Security Holders
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
Arch Capital Group Ltd.s (ACGL) annual meeting of shareholders
was held on May 4, 2017. At the meeting, the holders of
112,231,702 common shares, which represents approximately 91
percent of the outstanding shares entitled to vote as of the
record date of March 8, 2017, were represented in person or by
proxy. Matters submitted to shareholders at the meeting and the
voting results thereof were as follows:
was held on May 4, 2017. At the meeting, the holders of
112,231,702 common shares, which represents approximately 91
percent of the outstanding shares entitled to vote as of the
record date of March 8, 2017, 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 I
directors to hold office until the 2020 annual meeting of
shareholders or until their successors are elected and qualified.
The voting results were as follows:
directors to hold office until the 2020 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
|
|
Kewsong Lee
|
92,906,219
|
8,990,835
|
4,546,083
|
5,788,565
|
|
Louis J. Paglia
|
105,610,945
|
754,848
|
77,344
|
5,788,565
|
|
Brian S. Posner
|
105,014,039
|
1,034,041
|
395,057
|
5,788,565
|
|
John D. Vollaro
|
105,405,472
|
983,293
|
54,372
|
5,788,565
|
Item 2. The vote on the election of certain individuals as
Designated Company Directors of certain of ACGLs non-U.S.
subsidiaries. The voting results were as follows:
Designated Company Directors of certain of ACGLs non-U.S.
subsidiaries. The voting results were as follows:
|
DIRECTOR
|
FOR
|
AGAINST
|
WITHHOLD
|
BROKER NON-VOTES
|
|
Robert Appleby
|
106,296,597
|
92,809
|
53,731
|
5,788,565
|
|
Anthony Asquith
|
106,330,957
|
57,637
|
54,543
|
5,788,565
|
|
Dennis R. Brand
|
106,287,447
|
130,150
|
25,540
|
5,788,565
|
|
Ian Britchfield
|
106,342,159
|
47,726
|
53,252
|
5,788,565
|
|
Pierre-Andre Camps
|
106,319,357
|
58,912
|
64,868
|
5,788,565
|
|
Paul Cole
|
106,342,758
|
47,127
|
53,252
|
5,788,565
|
|
Graham B.R. Collis
|
100,662,439
|
1,167,897
|
4,612,801
|
5,788,565
|
|
Michael Constantinides
|
106,332,085
|
60,028
|
51,024
|
5,788,565
|
|
Stephen J. Curley
|
106,337,474
|
53,174
|
52,489
|
5,788,565
|
|
Nick Denniston
|
106,331,801
|
58,084
|
53,252
|
5,788,565
|
|
Seamus Fearon
|
106,286,692
|
103,143
|
53,302
|
5,788,565
|
|
Michael Feetham
|
106,325,222
|
64,663
|
53,252
|
5,788,565
|
|
Beau H. Franklin
|
106,291,500
|
103,567
|
48,070
|
5,788,565
|
|
Giuliano Giovannetti
|
106,286,535
|
103,071
|
53,531
|
5,788,565
|
|
Michael Hammer
|
106,301,020
|
94,884
|
47,233
|
5,788,565
|
|
W. Preston Hutchings
|
106,314,973
|
93,334
|
34,830
|
5,788,565
|
|
Constantine Iordanou
|
106,321,702
|
92,559
|
28,876
|
5,788,565
|
|
Michael H. Kier
|
106,331,096
|
57,610
|
54,431
|
5,788,565
|
|
Jason Kittinger
|
106,296,672
|
92,884
|
53,581
|
5,788,565
|
|
Gerald Konig
|
106,336,856
|
52,750
|
53,531
|
5,788,565
|
|
Mark D. Lyons
|
100,815,074
|
1,040,600
|
4,587,463
|
5,788,565
|
|
Patrick Mailloux
|
106,302,048
|
103,969
|
37,120
|
5,788,565
|
|
Paul Martin
|
106,342,504
|
49,342
|
51,291
|
5,788,565
|
|
Robert McDowell
|
106,331,176
|
58,430
|
53,531
|
5,788,565
|
|
David H. McElroy
|
106,277,256
|
99,537
|
66,344
|
5,788,565
|
|
Francois Morin
|
106,333,952
|
47,105
|
62,080
|
5,788,565
|
|
David J. Mulholland
|
106,340,679
|
48,877
|
53,581
|
5,788,565
|
|
Mark Nolan
|
106,291,645
|
103,143
|
48,349
|
5,788,565
|
|
Nicolas Papadopoulo
|
106,321,874
|
92,392
|
28,871
|
5,788,565
|
|
Michael Price
|
106,296,704
|
103,427
|
43,006
|
5,788,565
|
|
Elisabeth Quinn
|
106,336,538
|
53,060
|
53,539
|
5,788,565
|
|
Maamoun Rajeh
|
106,319,009
|
93,212
|
30,916
|
5,788,565
|
|
Andrew T. Rippert
|
106,256,041
|
103,214
|
83,882
|
5,788,565
|
|
Arthur Scace
|
106,331,627
|
57,979
|
53,531
|
5,788,565
|
|
Sren Scheuer
|
106,301,396
|
93,212
|
48,529
|
5,788,565
|
|
Matthew Shulman
|
106,313,122
|
92,586
|
37,429
|
5,788,565
|
|
Budhi Singh
|
106,285,703
|
103,695
|
53,739
|
5,788,565
|
|
William A. Soares
|
106,294,614
|
103,221
|
45,302
|
5,788,565
|
|
Scott Stirling
|
106,305,225
|
92,610
|
45,302
|
5,788,565
|
|
Hugh Sturgess
|
106,315,567
|
93,497
|
34,073
|
5,788,565
|
|
Ross Totten
|
106,332,031
|
57,655
|
53,451
|
5,788,565
|
|
Gerald Wolfe
|
106,288,771
|
103,538
|
50,828
|
5,788,565
|
Item 3. The vote on the ratification of the selection of
PricewaterhouseCoopers LLP as ACGLs independent registered public
accounting firm for the year ending December 31, 2017. The voting
results were as follows:
PricewaterhouseCoopers LLP as ACGLs independent registered public
accounting firm for the year ending December 31, 2017. The voting
results were as follows:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTES
|
|
111,037,320
|
975,360
|
219,022
|
Item 4. The vote on a proposal on advisory vote on executive
compensation (say-on-pay). The voting results were as follows:
compensation (say-on-pay). The voting results were as follows:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTES
|
|
77,127,950
|
29,276,850
|
38,337
|
5,788,565
|
Item 5. The vote on a proposal on advisory vote on the frequency
of holding future advisory votes on executive officer
compensation. The voting results were as follows:
of holding future advisory votes on executive officer
compensation. The voting results were as follows:
|
1 YEAR
|
2 YEARS
|
3 YEARS
|
ABSTAIN
|
|
103,158,327
|
1,475,004
|
1,777,363
|
32,443
|
ACGL has determined to include a shareholder vote on the
compensation of executives in its proxy statement annually until
the next required vote on the frequency of shareholder votes on
the compensation of executives.
compensation of executives in its proxy statement annually until
the next required vote on the frequency of shareholder votes on
the compensation of executives.
ITEM 8.01 Other Events.
Preferred Share Dividends. On May 4, 2017, the Board of Directors
(the Board) of ACGL declared dividends with respect to the
outstanding 12,902,193 shares of its 6.75% Non-Cumulative
Preferred Shares, Series C, $0.01 per share (the Series C
Shares), to>be payable out of lawfully available funds for the
payment of dividends under Bermuda law on June 30, 2017 to
holders of record of the Series C Shares, as of June 15, 2017,
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
C Shares, to be payable out of lawfully available funds for the
payment of dividends under Bermuda law on September 30, 2017 to
holders of record of the Series C Shares, as of September 15,
2017, unless determined otherwise by the Board or the Executive
Committee of the Board on or prior to the>effective date.
(the Board) of ACGL declared dividends with respect to the
outstanding 12,902,193 shares of its 6.75% Non-Cumulative
Preferred Shares, Series C, $0.01 per share (the Series C
Shares), to>be payable out of lawfully available funds for the
payment of dividends under Bermuda law on June 30, 2017 to
holders of record of the Series C Shares, as of June 15, 2017,
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
C Shares, to be payable out of lawfully available funds for the
payment of dividends under Bermuda law on September 30, 2017 to
holders of record of the Series C Shares, as of September 15,
2017, 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 C
|
6/30/17
|
3/31/17-6/29/17
|
$5,443,113
|
$0.421875
|
||||
|
Series C
|
9/30/17
|
6/30/17-9/29/17
|
$5,443,113
|
$0.421875
|
||||
In addition, on May 4, 2017, 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, 2017 to holders of record
of the Series E Shares, as of June 15, 2017, 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, 2017 to holders of record of the
Series E Shares, as of September 15, 2017, unless determined
otherwise by the Board or the Executive Committee of the Board on
or prior to the>effective date.
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, 2017 to holders of record
of the Series E Shares, as of June 15, 2017, 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, 2017 to holders of record of the
Series E Shares, as of September 15, 2017, 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
|
6/30/17
|
3/31/17-6/29/17
|
$5,906,250
|
$0.328125
|
||||
|
Series E
|
9/30/17
|
6/30/17-9/29/17
|
$5,906,250
|
$0.328125
|
||||
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). Arch Capital Group Ltd. (NASDAQ:ACGL) Recent Trading Information
Arch Capital Group Ltd. (NASDAQ:ACGL) closed its last trading session down -0.23 at 96.96 with 210,991 shares trading hands.
