8-KLeadership ChangesExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K Report, Executive Changes (Dec 3, 2007)

Filed December 3, 2007For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed a Form 8-K on December 3, 2007, to report on executive compensation and related matters. The most significant event detailed is the execution of a new employment agreement with President and CEO Constantine Iordanou, extending his tenure through November 28, 2012. This agreement also addresses compliance with Section 409A of the Internal Revenue Code and includes the full vesting of certain previously granted restricted share awards. In connection with the new employment agreement, Mr. Iordanou's restricted share awards, totaling 58,333 shares (comprising 13,333 shares from a February 2006 grant and 45,000 shares from a May 2007 grant), have vested. Notably, Mr. Iordanou plans to sell approximately 30,000 shares to cover personal tax obligations arising from this accelerated vesting. Investors should monitor any potential impact of these share sales on the stock price.

Key Highlights

  • 1Arch Capital Group Ltd. has entered into a new employment agreement with its President and CEO, Constantine Iordanou.
  • 2The new employment agreement extends Mr. Iordanou's service as CEO through November 28, 2012.
  • 3The agreement incorporates amendments to comply with Section 409A of the Internal Revenue Code.
  • 4Certain outstanding restricted share awards granted to Mr. Iordanou have fully vested as of November 28, 2007.
  • 5A total of 58,333 restricted shares (13,333 from Feb 2006, 45,000 from May 2007) have vested.
  • 6Mr. Iordanou intends to sell approximately 30,000 shares to satisfy personal tax obligations related to the vesting.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on a new employment agreement entered into with the company's President and CEO, Constantine Iordanou, and the resulting vesting of his restricted share awards.

The new agreement extends Mr. Iordanou's employment as President and CEO until November 28, 2012. It also includes provisions for the vesting of certain share-based awards and amendments to comply with Section 409A of the Internal Revenue Code. Otherwise, the terms are substantially similar to his prior agreement.

A total of 58,333 restricted shares have vested for Mr. Iordanou. This includes 13,333 shares from a February 2006 grant (of which 6,667 had already vested) and 45,000 shares from a May 2007 grant. This vesting occurred as consideration for his entering into the new employment agreement.

Yes, Mr. Iordanou has informed the company that he intends to sell approximately 30,000 common shares. This sale is to cover personal tax obligations arising from the recent vesting of his restricted share awards.