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ARCH CAPITAL GROUP LTD. 8-K Report, Shareholder Vote Results (May 13, 2019)

Filed May 13, 2019For Securities:ACGLACGLNACGLO

Summary

ARCH CAPITAL GROUP LTD. (ACGL) filed an 8-K on May 13, 2019, detailing the results of its annual shareholder meeting held on May 8, 2019. The meeting saw strong participation, with approximately 90 percent of outstanding shares represented. Key outcomes included the re-election of three Class III directors with overwhelming support and the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2019. Additionally, shareholders provided advisory approval for executive compensation. Beyond the shareholder meeting, the filing also announced the declaration of preferred share dividends. The Board of Directors declared dividends for both Series E and Series F Non-Cumulative Preferred Shares, payable on June 30, 2019, and September 30, 2019. This indicates a continued commitment to returning capital to preferred shareholders.

Key Highlights

  • 1Nearly 90% of ACGL's outstanding shares were represented at the annual shareholder meeting.
  • 2All three Class III directors nominated for re-election were approved by a significant majority of votes.
  • 3Shareholders gave advisory approval to the company's executive compensation plan ('say-on-pay').
  • 4PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2019.
  • 5ACGL declared dividends for its Series E Non-Cumulative Preferred Shares, totaling $5,906,250 for each of the June 30 and September 30, 2019 payment dates.
  • 6ACGL declared dividends for its Series F Non-Cumulative Preferred Shares, totaling $4,496,250 for each of the June 30 and September 30, 2019 payment dates.

Frequently Asked Questions

The main outcomes included the re-election of three Class III directors, advisory approval of executive compensation, and ratification of the company's independent auditor, PricewaterhouseCoopers LLP. High shareholder participation was noted, with approximately 90% of shares represented.

No, the director elections saw overwhelming support. For example, John L. Bunce, Jr. received over 331 million 'for' votes compared to approximately 11 million 'against' votes, with similar strong results for the other director nominees.

The Board of Directors declared dividends for both Series E and Series F Non-Cumulative Preferred Shares. These dividends are payable on June 30, 2019, and September 30, 2019, to shareholders of record on June 15, 2019, and September 15, 2019, respectively.

Shareholders provided advisory approval for executive compensation through a 'say-on-pay' vote. The proposal received approximately 326.7 million 'for' votes versus 15.8 million 'against' votes.