8-K

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 6, 2011

Date of Report (Date of earliest event reported)

Arch Capital Group Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	0-26456	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Wessex House, 45 Reid Street, Hamilton HM 12, 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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.07Submission of Matters to a Vote of Security Holders.

Arch Capital Group Ltd.’s (“ACGL”) annual meeting of shareholders was held on May 6, 2011.  At the meeting, the holders of 40,020,888 common shares, which represents approximately 91 percent of the outstanding shares entitled to vote as of the record date of March 11, 2011, 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 four Class I directors to hold office until the 2014 annual meeting of shareholders or until their successors are elected and qualified.  The voting results were as follows:

NOMINEE	FOR	WITHHELD	BROKER NON-VOTES
Kewsong Lee	36,295,900	317,122	3,407,866
Brian S. Posner	36,563,377	49,645	3,407,866
John D. Vollaro	36,567,111	45,911	3,407,866
Robert F. Works	36,228,381	384,641	3,407,866

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	WITHHOLD	BROKER NON-VOTES
William E. Beveridge	36,571,039	41,983	3,407,866
Dennis R. Brand	36,563,481	49,541	3,407,866
Knud Christensen	36,571,562	41,460	3,407,866
Graham B.R. Collis	35,033,040	1,579,982	3,407,866
William J. Cooney	36,572,562	40,460	3,407,866
Stephen Fogarty	36,571,562	41,460	3,407,866
Elizabeth Fullerton-Rome	36,571,317	41,705	3,407,866
Rutger H.W. Funnekotter	36,571,562	41,460	3,407,866
Marc Grandisson	36,570,698	42,324	3,407,866
Michael A. Greene	36,572,562	40,460	3,407,866
John C.R. Hele	35,480,579	1,132,443	3,407,866
David W. Hipkin	36,571,462	41,560	3,407,866
W. Preston Hutchings	36,573,174	39,848	3,407,866
Constantine Iordanou	36,570,073	42,949	3,407,866
Wolbert H. Kamphuijs	36,572,312	40,710	3,407,866
Michael H. Kier	36,571,562	41,460	3,407,866
Mark D. Lyons	36,570,698	42,324	3,407,866
Adam Matteson	36,572,562	40,460	3,407,866

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DIRECTOR	FOR	WITHHOLD	BROKER NON-VOTES
David McElroy	36,565,926	47,096	3,407,866
Martin J. Nilsen	36,570,698	42,324	3,407,866
Nicolas Papadopoulo	36,571,012	42,010	3,407,866
Michael Quinn	36,570,962	42,060	3,407,866
Maamoun Rajeh	36,571,017	42,005	3,407,866
Paul S. Robotham	35,481,354	1,131,668	3,407,866
Soren Scheuer	36,571,562	41,460	3,407,866
Budhi Singh	36,572,567	40,455	3,407,866
Helmut Sohler	36,572,312	40,710	3,407,866
Julian Stroud	36,571,562	41,460	3,407,866
Angus Watson	36,572,562	40,460	3,407,866
James R. Weatherstone	36,573,174	39,848	3,407,866

Item 3. The vote on the adoption of an amendment to the Memorandum of Association to effect a three-for-one share split. The voting results were as follows:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
39,504,662	174,404	341,822	0

Item 4. 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, 2011. The voting results were as follows:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
39,867,511	152,253	1,124	0

Item 5. 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
34,936,748	772,839	903,435	3,407,866

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Item 6. The vote on a proposal on the frequency of holding future advisory votes on executive compensation (say-on-pay). The voting results were as follows:

1 YEAR	2 YEARS	3 YEARS	ABSTAIN	BROKER NON-VOTES
32,050,574	733,543	2,928,058	900,847	3,407,866

After taking into account the results of the shareholder advisory vote on the frequency of say-on-pay conducted at the 2011 annual general meeting, the Board of Directors decided that it will be the Company’s policy to submit the compensation of its named executive officers to shareholders for a non-binding advisory vote annually, at least until the Company’s next annual general meeting at which an advisory vote on the frequency of say-on-pay votes is conducted.

ITEM 7.01Regulation FD Disclosure.

On May 9, 2011, ACGL issued a press release announcing that its shareholders approved an amendment to its Memorandum of Association to effect a three-for-one split of ACGL’s common shares.  A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01Other Events.

Preferred Share Dividends.  On May 6, 2011, the Board of Directors (the “Board”) of ACGL declared dividends with respect to the outstanding (1) 8,000,000 shares of its 8.00% Non-Cumulative Preferred Shares, Series A, $0.01 per share (the “Series A Shares”), with a liquidation preference of $25.00 per share, and (2) 5,000,000 shares of its 7.875% Non-Cumulative Preferred Shares, Series B, $0.01 per share (the “Series B Shares”), with a liquidation preference of $25.00 per share, as outlined below.  All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on August 15, 2011 to holders of record of the Series A Shares and the Series B Shares, as applicable, as of August 1, 2011, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the applicable effective date.

Series	Effective Date for Declaration	Dividend Period	Dividend Amount		Rate Per Share
Series A	6/30/11	5/15/11-6/30/11	$	2,044,444	$	0.2556
	8/14/11	7/1/11-8/14/11	1,955,556		0.2444
			$	4,000,000	$	0.50
Series B	6/30/11	5/15/11-6/30/11	$	1,257,813	$	0.2516
	8/14/11	7/1/11-8/14/11	1,203,125		0.2406
			$	2,460,938	$	0.4922

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ITEM 9.01Financial Statements and Exhibits.

EXHIBIT NO.	DESCRIPTION
99.1	Press Release dated May 9, 2011 announcing that ACGL’s shareholders approved an amendment to ACGL’s Memorandum of Association to effect a three-for-one split of the company’s common shares.

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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.

	ARCH CAPITAL GROUP LTD.
Date: May 10, 2011	By:	/s/ John C.R. Hele
		Name: John C.R. Hele
		Title: Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release dated May 9, 2011 announcing that ACGL’s shareholders approved an amendment to ACGL’s Memorandum of Association to effect a three-for-one split of the company’s common shares.

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EX-99.1

Exhibit 99.1

ARCH CAPITAL GROUP LTD.

ANNOUNCES APPROVAL OF THREE-FOR-ONE SHARE SPLIT

HAMILTON, BERMUDA, May 9, 2011 — Arch Capital Group Ltd. [NASDAQ: ACGL] today announced that its shareholders have approved an amendment to the Company’s Memorandum of Association to effect a three-for-one split of the Company’s common shares.  Holders of common shares as of the close of business on May 6, 2011 (the record date) will receive two additional common shares for each common share owned.  Shareholders’ accounts will be credited with the additional shares on or about May 11, 2011.  On or about May 12, 2011, solely as a result of the share split, the per share market price for the common shares will be proportionately reduced to one-third of the price it would have otherwise been.

Arch Capital Group Ltd., a Bermuda-based company with approximately $4.73 billion in capital at March 31, 2011, provides insurance and reinsurance on a worldwide basis through its wholly owned subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This release or any other written or oral statements made by or on behalf of Arch Capital Group Ltd. and its subsidiaries may include forward-looking statements, which reflect our current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this release are forward-looking statements.

Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or their negative or variations or similar terminology. Forward-looking statements involve our current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following:

adverse general economic and market conditions; increased competition; pricing and policy term trends; fluctuations in the actions of rating agencies and our ability to maintain and improve our ratings; investment performance; the loss of key personnel; the adequacy of our loss reserves, severity and/or frequency of losses, greater than expected loss ratios and adverse development on claim and/or claim expense liabilities; greater frequency or severity of unpredictable natural and man-made catastrophic events; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in the United States or elsewhere; our ability to successfully integrate, establish and maintain operating procedures as well as integrate the businesses we have acquired or may acquire into the existing operations; changes in accounting principles or policies; material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements; availability and cost to us of reinsurance to manage our gross and net exposures; the failure of others to meet their obligations to us; and other factors identified in our filings with the U.S. Securities and Exchange Commission.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

# # #

Contact:	Arch Capital Group Ltd.
	John C.R. Hele
	(441) 278-9250

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