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ARCH CAPITAL GROUP LTD. 8-K Report, Shareholder Vote Results (May 14, 2012)

Filed May 14, 2012For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed an 8-K on May 14, 2012, reporting on its annual shareholder meeting held on May 9, 2012. The meeting saw high participation, with approximately 92% of outstanding shares represented. Key outcomes included the election of Class II directors and designated company directors for subsidiaries, along with the approval of the 2012 Long Term Incentive and Share Award Plan and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Shareholders also voted on executive compensation through an advisory 'say-on-pay' proposal. Furthermore, the Board of Directors declared a dividend for its Series C Preferred Shares. This dividend, amounting to $0.4171875 per share, totaling $5,423,438, is payable on June 30, 2012, to shareholders of record on June 15, 2012, subject to the availability of funds and Bermuda law.

Key Highlights

  • 1Annual shareholder meeting held on May 9, 2012, with strong attendance (92% of shares represented).
  • 2Election of four Class II directors to serve until 2015.
  • 3Election of numerous individuals as Designated Company Directors for ACGL's non-U.S. subsidiaries.
  • 4Approval of the Arch Capital Group Ltd. 2012 Long Term Incentive and Share Award Plan.
  • 5Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2012.
  • 6Advisory 'say-on-pay' vote on executive compensation was conducted.
  • 7Declaration of a dividend for Series C Preferred Shares, payable June 30, 2012.

Frequently Asked Questions

The main outcomes included the election of directors, approval of the 2012 Long Term Incentive and Share Award Plan, ratification of the independent auditor, and an advisory vote on executive compensation. The Board also declared a preferred share dividend.

The election of Class II directors and designated company directors for subsidiaries generally received overwhelming 'FOR' votes, with only minor 'WITHHELD' votes and a consistent number of 'BROKER NON-VOTES' across most director nominees. John M. Pasquesi and John C.R. Hele had a higher number of 'WITHHELD' votes compared to other Class II directors.

On May 9, 2012, the Board declared a dividend of $0.4171875 per share for the 6.75% Non-Cumulative Preferred Shares, Series C. The total dividend amount declared is $5,423,438. This dividend is payable on June 30, 2012, to shareholders of record as of June 15, 2012, provided funds are lawfully available under Bermuda law.

Yes, shareholders ratified the selection of PricewaterhouseCoopers LLP as Arch Capital Group Ltd.'s independent registered public accounting firm for the year ending December 31, 2012. This item received a very high number of 'FOR' votes with minimal 'AGAINST' votes.