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, 2016
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 |
|
(Commission File Number) |
|
(I.R.S. Employer |
Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of principal executive offices) (Zip Code)
Registrants 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))
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 6, 2016. At the meeting, the holders of 111,303,958 common shares, which represents approximately 91 percent of the outstanding shares entitled to vote as of the record date of March 8, 2016, 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 III directors to hold office until the 2019 annual meeting of shareholders or until their successors are elected and qualified. The voting results were as follows:
NOMINEE |
|
FOR |
|
AGAINST |
|
WITHHELD |
|
BROKER NON- |
|
|
|
|
|
|
|
|
|
|
|
John L. Bunce, Jr. |
|
101,915,791 |
|
0 |
|
2,771,575 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Yiorgos Lillikas |
|
104,475,231 |
|
0 |
|
212,135 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Deanna M. Mulligan |
|
101,307,556 |
|
0 |
|
3,379,810 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Eugene S. Sunshine |
|
103,157,503 |
|
0 |
|
1,529,863 |
|
6,616,592 |
|
Item 2. The vote on the election of certain individuals as Designated Company Directors of certain of ACGLs non-U.S. subsidiaries. The voting results were as follows:
DIRECTOR |
|
FOR |
|
AGAINST |
|
WITHHOLD |
|
BROKER NON- |
|
|
|
|
|
|
|
|
|
|
|
Meshary Al-Judaimi |
|
104,534,828 |
|
0 |
|
152,538 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Talal Al-Tawari |
|
104,534,448 |
|
0 |
|
152,918 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Anthony Asquith |
|
104,547,137 |
|
0 |
|
140,229 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Edgardo Balois |
|
104,549,238 |
|
0 |
|
138,128 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Dennis R. Brand |
|
104,568,657 |
|
0 |
|
118,709 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Dominic Brannigan |
|
104,549,233 |
|
0 |
|
138,133 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Ian Britchfield |
|
104,549,502 |
|
0 |
|
137,864 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Pierre-Andre Camps |
|
104,541,886 |
|
0 |
|
145,480 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Paul Cole |
|
104,542,701 |
|
0 |
|
144,665 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Graham B.R. Collis |
|
100,457,968 |
|
0 |
|
4,229,398 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Michael Constantinides |
|
104,549,209 |
|
0 |
|
138,157 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
William J. Cooney |
|
104,538,733 |
|
0 |
|
148,633 |
|
6,616,592 |
|
Stephen J. Curley |
|
104,540,754 |
|
0 |
|
146,612 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Nick Denniston |
|
104,542,414 |
|
0 |
|
144,952 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Michael Feetham |
|
104,542,439 |
|
0 |
|
144,927 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Stephen Fogarty |
|
104,542,494 |
|
0 |
|
144,872 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Steve Franklin |
|
104,556,407 |
|
0 |
|
130,959 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Jann Gardner |
|
104,543,672 |
|
0 |
|
143,694 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Giuliano Giovannetti |
|
104,525,225 |
|
0 |
|
162,141 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Marc Grandisson |
|
104,557,339 |
|
0 |
|
130,027 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Amalia Hadjipapa |
|
104,542,364 |
|
0 |
|
145,002 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Yiannis Hadjipapas |
|
104,540,965 |
|
0 |
|
146,401 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Michael Hammer |
|
104,554,643 |
|
0 |
|
132,723 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Pet Hartman |
|
104,564,980 |
|
0 |
|
122,386 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
David W. Hipkin |
|
104,522,776 |
|
0 |
|
164,590 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
W. Preston Hutchings |
|
104,582,440 |
|
0 |
|
104,926 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Constantine Iordanou |
|
104,585,712 |
|
0 |
|
101,654 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Wolbert H. Kamphuijs |
|
104,565,070 |
|
0 |
|
122,296 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Catherine Kelly |
|
104,535,832 |
|
0 |
|
151,534 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Michael H. Kier |
|
104,542,834 |
|
0 |
|
144,532 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Jason Kittinger |
|
104,538,310 |
|
0 |
|
149,056 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Gerald Konig |
|
104,542,583 |
|
0 |
|
144,783 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Lin Li-Williams |
|
104,555,118 |
|
0 |
|
132,248 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Mark D. Lyons |
|
99,217,438 |
|
0 |
|
5,469,928 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Patrick Mailloux |
|
104,551,361 |
|
0 |
|
136,005 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Andreas Marangos |
|
104,553,625 |
|
0 |
|
133,741 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Paul Martin |
|
104,542,463 |
|
0 |
|
144,903 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Robert McDowell |
|
104,541,713 |
|
0 |
|
145,653 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
David H. McElroy |
|
104,568,362 |
|
0 |
|
119,004 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Rommel Mercado |
|
104,542,706 |
|
0 |
|
144,660 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Francois Morin |
|
104,555,855 |
|
0 |
|
131,511 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
David J. Mulholland |
|
104,540,939 |
|
0 |
|
146,427 |
|
6,616,592 |
|
Mark Nolan |
|
104,554,051 |
|
0 |
|
133,315 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Nicolas Papadopoulo |
|
104,565,288 |
|
0 |
|
122,078 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Michael Price |
|
104,568,244 |
|
0 |
|
119,122 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Elisabeth Quinn |
|
104,543,393 |
|
0 |
|
143,973 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Maamoun Rajeh |
|
104,556,568 |
|
0 |
|
130,798 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Andrew T. Rippert |
|
104,554,320 |
|
0 |
|
133,046 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Carla Santamaria-Seña |
|
104,543,104 |
|
0 |
|
144,262 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Arthur Scace |
|
104,541,779 |
|
0 |
|
145,587 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Søren Scheuer |
|
104,557,216 |
|
0 |
|
130,150 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Budhi Singh |
|
104,538,252 |
|
0 |
|
149,114 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Damian Smith |
|
104,541,902 |
|
0 |
|
145,464 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
William A. Soares |
|
104,523,486 |
|
0 |
|
163,880 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Scott Stirling |
|
104,557,749 |
|
0 |
|
129,617 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Hugh Sturgess |
|
104,577,074 |
|
0 |
|
110,292 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Richard Sullivan |
|
104,548,583 |
|
0 |
|
138,783 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Ryan Taylor |
|
104,531,713 |
|
0 |
|
155,653 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Ross Totten |
|
104,548,812 |
|
0 |
|
138,554 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Rik van Velzen |
|
104,542,076 |
|
0 |
|
145,290 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
James R. Weatherstone |
|
104,533,187 |
|
0 |
|
154,179 |
|
6,616,592 |
|
|
|
|
|
|
|
|
|
|
|
Gerald Wolfe |
|
104,534,093 |
|
0 |
|
153,273 |
|
6,616,592 |
|
Item 3. The vote on the proposal to approve the Amended and Restated 2007 Employee Share Purchase Plan. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
|
|
|
|
|
|
|
|
104,314,206 |
|
48,472 |
|
324,688 |
|
6,616,592 |
|
Item 4. The vote on the proposal to approve an amendment to Section 46(1) of ACGLs bye-laws to implement majority voting for directors in uncontested elections. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
|
|
|
|
|
|
|
|
104,605,420 |
|
50,962 |
|
30,984 |
|
6,616,592 |
|
Item 5. The vote on the ratification of the selection of PricewaterhouseCoopers LLP as ACGLs independent registered public accounting firm for the year ending December 31, 2016. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
|
|
|
|
|
|
|
|
110,685,260 |
|
585,039 |
|
33,659 |
|
0 |
|
Item 6. 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 |
|
|
|
|
|
|
|
|
|
75,842,961 |
|
28,795,625 |
|
48,780 |
|
6,616,592 |
|
ITEM 8.01 Other Events.
Preferred Share Dividends. On May 6, 2016, the Board of Directors (the Board) of ACGL declared dividends with respect to the outstanding 13,000,000 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, 2016 to holders of record of the Series C Shares, as of June 15, 2016, 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, 2016 to holders of record of the Series C Shares, as of September 15, 2016, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.
Series |
|
Effective Date |
|
Dividend Period |
|
Dividend Amount |
|
Rate Per Share |
| ||
Series C |
|
6/30/16 |
|
3/31/16-6/29/16 |
|
$ |
5,484,375 |
|
$ |
0.421875 |
|
Series C |
|
9/30/16 |
|
6/30/16-9/29/16 |
|
$ |
5,484,375 |
|
$ |
0.421875 |
|
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, 2016 |
By: |
/s/ W. Preston Hutchings | |
|
|
Name: |
W. Preston Hutchings |
|
|
Title: |
Senior Vice President and Chief Investment Officer |