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
May 4, 2017
Date of Report (Date of earliest event reported)
Arch Capital Group Ltd.
(Exact name of registrant as specified in its charter)
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| | | | |
| Bermuda | | 001-16209 | | N/A |
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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 5.07 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:
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:
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| | | | |
| 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 ACGL’s non-U.S. subsidiaries. The voting results were as follows:
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| | | | |
| 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 |
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| | | | |
| 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 |
| Søren 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 ACGL’s independent registered public accounting firm for the year ending December 31, 2017. The voting results were as follows:
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| | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 111,037,320 | 975,360 | 219,022 | 0 |
Item 4. The vote on a proposal on advisory vote on executive compensation (say-on-pay). The voting results were as follows:
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| | | |
| 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:
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| | | |
| 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.
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.
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| 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 |
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| $0.421875 |
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| Series C | 9/30/17 | 6/30/17-9/29/17 |
| $5,443,113 |
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| $0.421875 |
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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.
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| 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 |
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| $0.328125 |
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| Series E | 9/30/17 | 6/30/17-9/29/17 |
| $5,906,250 |
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| $0.328125 |
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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.
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| | ARCH CAPITAL GROUP LTD. |
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| Date: May 5, 2017 | By: | /s/ Andrew T. Rippert |
| | | Name: | Andrew T. Rippert |
| | | Title: | Chief Operating Officer of Global Mortgage Group |
