8-K 1 a8-k50517.htm 8-K Document

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)
 
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:

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:
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
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:

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:

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:
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.


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.
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





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.
 
 
ARCH CAPITAL GROUP LTD.
 
 
 
 
 
 
Date: May 5, 2017
By:
/s/ Andrew T. Rippert
 
 
Name:
Andrew T. Rippert
 
 
Title:
Chief Operating Officer of Global Mortgage Group