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ARCH CAPITAL GROUP LTD. 8-K Report, Shareholder Vote Results (May 13, 2013)

Filed May 13, 2013For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed an 8-K on May 13, 2013, detailing the outcomes of its annual shareholder meeting held on May 9, 2013. A significant majority of the outstanding shares, approximately 91%, were represented, indicating strong shareholder engagement. The primary focus of the meeting was the election of directors and the ratification of the company's independent auditor. All proposed matters received overwhelming support, with directors and the auditor being approved by substantial margins. This filing provides investors with transparency regarding corporate governance and the company's relationship with its shareholders and auditors.

Key Highlights

  • 1ACGL's annual shareholder meeting on May 9, 2013, saw high participation with approximately 91% of outstanding shares represented.
  • 2All three Class III directors proposed for election were approved by a substantial majority of votes.
  • 3A large slate of individuals proposed as Designated Company Directors for ACGL's non-U.S. subsidiaries were also overwhelmingly elected.
  • 4PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2013, with strong shareholder approval.
  • 5The advisory vote on executive compensation ('say-on-pay') received majority support, though with a higher percentage of 'against' votes compared to director elections and auditor ratification.
  • 6The Board of Directors declared dividends on its 6.75% Non-Cumulative Preferred Shares, Series C, payable on June 30, 2013.

Frequently Asked Questions

The main topics included the election of three Class III directors, the election of Designated Company Directors for subsidiaries, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and an advisory vote on executive compensation. Additionally, dividends on preferred shares were declared.

Shareholders overwhelmingly approved the election of the three Class III directors and the Designated Company Directors for subsidiaries. The 'FOR' votes significantly outnumbered 'WITHHELD' and 'BROKER NON-VOTES' for all nominated individuals.

Yes, the selection of PricewaterhouseCoopers LLP as ACGL's independent registered public accounting firm for 2013 was ratified by a very large majority of shareholders, with over 121.4 million 'FOR' votes.

The advisory vote on executive compensation, also known as 'say-on-pay,' received majority support from shareholders, although the proportion of 'AGAINST' votes was higher compared to other proposals, indicating some shareholder concern on this matter.