Current Report Filing (8-k)
06 Mai 2022 - 03:14PM
Edgar (US Regulatory)
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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
Date of Report (Date of earliest event reported)—May 4,
2022
ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)
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Bermuda |
001-32141 |
98-0429991 |
(State or other jurisdiction
of incorporation or organization)
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(Commission File Number) |
(I.R.S. Employer
Identification No.) |
30 Woodbourne Avenue
Hamilton HM 08 Bermuda
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(441) 279-5700
Not applicable
(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
Act:
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Title of each class: |
Trading Symbol(s) |
Name of exchange on which registered |
Common Shares |
$0.01 par value per share |
AGO |
New York Stock Exchange |
Assured Guaranty US Holdings Inc. 5.000% Senior Notes due 2024 (and
the related guarantee of Registrant) |
AGO 24 |
New York Stock Exchange |
Assured Guaranty US Holdings Inc. 3.150% Senior Notes due 2031 (and
the related guarantee of Registrant) |
AGO/31 |
New York Stock Exchange |
Assured Guaranty US Holdings Inc. 3.600% Senior Notes due 2051 (and
the related guarantee of Registrant) |
AGO/51 |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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 5.07
Submission of Matters to a Vote of Security Holders
The Company convened its annual general meeting of shareholders on
May 4, 2022, pursuant to notice duly given. The matters voted upon
at the meeting and the results of such voting are set forth
below:
1. Election of Directors:
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Director Nominees |
For |
Against |
Abstain |
Broker Non- Votes |
Francisco L. Borges |
57,473,284 |
1,055,759 |
119,925 |
3,005,593 |
G. Lawrence Buhl |
57,327,121 |
1,253,576 |
68,271 |
3,005,593 |
Dominic J. Frederico |
58,437,015 |
155,359 |
56,594 |
3,005,593 |
Bonnie L. Howard |
58,096,418 |
485,874 |
66,676 |
3,005,593 |
Thomas W. Jones |
57,325,652 |
1,177,049 |
146,267 |
3,005,593 |
Patrick W. Kenny |
57,241,848 |
1,338,828 |
68,292 |
3,005,593 |
Alan J. Kreczko |
58,399,182 |
181,500 |
68,286 |
3,005,593 |
Simon W. Leathes |
58,422,820 |
157,868 |
68,280 |
3,005,593 |
Michelle McCloskey |
57,344,128 |
1,238,163 |
66,677 |
3,005,593 |
Yukiko Omura |
58,416,413 |
154,536 |
78,019 |
3,005,593 |
Lorin P.T. Radtke |
58,425,652 |
155,623 |
67,693 |
3,005,593 |
Courtney C. Shea |
58,429,339 |
153,043 |
66,586 |
3,005,593 |
2. To approve, on an advisory basis, the
compensation paid to the Company's named executive
officers:
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For |
Against |
Abstain |
Broker Non- Votes |
48,029,490 |
10,551,267 |
68,211 |
3,005,593 |
3. To appoint PricewaterhouseCoopers LLP
(“PwC”) as the Company’s independent auditor for the fiscal year
ending December 31, 2022, and to authorize the Board of Directors,
acting through its Audit Committee, to set the fees of the
independent auditor:
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For |
Against |
Abstain |
61,198,309 |
417,907 |
38,345 |
4A. To authorize the Company to vote for
directors of the Company’s subsidiary, Assured Guaranty Re Ltd.
(“AG Re”):
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Director Nominees |
For
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Against |
Abstain |
Broker Non- Votes |
Howard W. Albert |
58,497,486 |
87,528 |
63,954 |
3,005,593 |
Robert A. Bailenson |
58,497,947 |
89,073 |
61,948 |
3,005,593 |
Gary Burnet |
58,498,657 |
88,356 |
61,955 |
3,005,593 |
Ling Chow |
58,483,185 |
116,283 |
49,500 |
3,005,593 |
Stephen Donnarumma |
58,500,839 |
86,109 |
62,020 |
3,005,593 |
Dominic J. Frederico |
58,508,686 |
89,149 |
51,133 |
3,005,593 |
Darrin Futter |
58,500,730 |
86,290 |
61,948 |
3,005,593 |
Jorge Gana |
58,499,782 |
86,779 |
62,407 |
3,005,593 |
Holly L. Horn |
58,496,039 |
84,639 |
68,290 |
3,005,593 |
Walter A. Scott |
58,509,327 |
87,386 |
52,255 |
3,005,593 |
4B. To authorize the Company to appoint PwC
as AG Re’s independent auditor for the fiscal year ending December
31, 2022:
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For |
Against |
Abstain |
61,374,009 |
242,193 |
38,359 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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Assured Guaranty Ltd. |
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By: |
/s/ Ling Chow |
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Name: Ling Chow
Title:
General Counsel
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DATE: May 6, 2022
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