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 8, 2020
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 | 98-0374481 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| Waterloo House, Ground Floor | |
| 100 Pitts Bay Road, | Pembroke | HM 08, | Bermuda | (441) | 278-9250 |
| (Address of principal executive offices) | (Registrant’s telephone number, including area code) |
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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 |
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. ☐
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 8, 2020. At the meeting, the holders of 358,002,710 common shares, which represents approximately 88 percent of the outstanding shares entitled to vote as of the record date of March 9, 2020, 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 2023 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 |
| Louis J. Paglia | 330,080,247 | 14,125,803 | 301,243 | 13,495,417 |
| Brian S. Posner | 333,640,630 | 10,544,508 | 322,155 | 13,495,417 |
| John D. Vollaro | 337,541,887 | 6,673,487 | 291,919 | 13,495,417 |
Item 2. 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 |
| 325,845,808 | 18,286,698 | 374,787 | 13,495,417 |
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, 2020. The voting results were as follows:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 349,196,472 | 8,519,976 | 286,262 | 0 |
Item 4. 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 | 343,445,074 | 699,278 | 362,941 | 13,495,417 |
| Dennis R. Brand | 343,290,452 | 911,182 | 305,659 | 13,495,417 |
| Graham B.R. Collis | 327,958,418 | 16,166,643 | 382,232 | 13,495,417 |
| Matthew Dragonetti | 343,464,799 | 711,517 | 330,977 | 13,495,417 |
| Seamus Fearon | 343,334,470 | 805,827 | 366,996 | 13,495,417 |
| Beau H. Franklin | 343,339,921 | 798,492 | 368,880 | 13,495,417 |
| Jerome Halgan | 343,424,453 | 710,220 | 372,620 | 13,495,417 |
| James Haney | 343,390,426 | 706,894 | 409,973 | 13,495,417 |
| W. Preston Hutchings | 343,393,977 | 768,177 | 345,139 | 13,495,417 |
| Pierre Jal | 343,428,023 | 714,246 | 365,024 | 13,495,417 |
| François Morin | 329,366,669 | 14,838,727 | 301,897 | 13,495,417 |
| David J. Mulholland | 343,438,470 | 712,311 | 356,512 | 13,495,417 |
| Tim Peckett | 343,448,570 | 710,821 | 347,902 | 13,495,417 |
| Maamoun Rajeh | 343,405,898 | 795,039 | 306,356 | 13,495,417 |
| Roderick Romeo | 343,431,891 | 711,561 | 363,841 | 13,495,417 |
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 13, 2020 | By: | /s/ François Morin |
| | | Name: | François Morin |
| | | Title: | Executive Vice President, Chief Financial Officer and Treasurer |
