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ARCH CAPITAL GROUP LTD. 8-K Report, Shareholder Vote Results (May 13, 2014)

Filed May 13, 2014For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed an 8-K on May 13, 2014, reporting on its annual shareholder meeting held on May 9, 2014. The meeting saw strong participation, with approximately 91.5% of outstanding shares represented. Key outcomes included the election of Class I directors and designated company directors for subsidiaries, all of which passed with overwhelming support. The company also successfully ratified the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for 2014. Furthermore, shareholders voted on an advisory basis on executive compensation, with a majority approving the "say-on-pay" proposal. In a separate notable event, the Board of Directors declared preferred dividends for its Series C Non-Cumulative Preferred Shares, payable on June 30, 2014, to shareholders of record on June 15, 2014. These events provide insight into shareholder governance and the company's financial distributions.

Key Highlights

  • 1Arch Capital Group Ltd. held its annual shareholder meeting on May 9, 2014, with high shareholder turnout (91.5% of outstanding shares represented).
  • 2All nominated Class I directors for the term ending 2017 were elected with substantial support.
  • 3Numerous Designated Company Directors for ACGL's non-U.S. subsidiaries were also elected with overwhelmingly positive voting results.
  • 4PricewaterhouseCoopers LLP was ratified as the company's independent registered public accounting firm for the fiscal year ending December 31, 2014.
  • 5An advisory "say-on-pay" vote on executive compensation received majority approval from shareholders.
  • 6The Board of Directors declared dividends for the 6.75% Non-Cumulative Preferred Shares, Series C, payable on June 30, 2014.

Frequently Asked Questions

The main outcomes included the election of Class I directors and designated company directors for subsidiaries, the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2014, and an advisory vote on executive compensation which received majority approval. Additionally, preferred dividends were declared.

Shareholders overwhelmingly voted in favor of electing the Class I directors and the designated company directors for ACGL's non-U.S. subsidiaries. In all cases, the 'FOR' votes significantly outnumbered 'AGAINST' and 'WITHHELD' votes, with a substantial number of broker non-votes also recorded.

The declaration of dividends for the Series C Non-Cumulative Preferred Shares indicates the company's ability and intention to distribute profits to its preferred shareholders. The dividend amount per share is $0.421875, payable on June 30, 2014, for the period ending June 29, 2014.

The advisory vote on executive compensation received majority approval, with a significant number of shareholders voting in favor of the proposed compensation, although a notable portion also voted against it.