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ARCH CAPITAL GROUP LTD. 8-K Report, Shareholder Vote Results (May 7, 2021)

Filed May 7, 2021For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed an 8-K on May 7, 2021, reporting on the outcomes of its annual shareholder meeting held on May 6, 2021. A significant majority of outstanding shares, approximately 87%, were represented. Key outcomes include the overwhelming approval of the election of Class II directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2021. Shareholders also approved the advisory vote on executive compensation. In addition to meeting outcomes, the filing also announced the declaration of preferred share dividends for Series E and Series F preferred shares. These dividends are payable on June 30, 2021, and September 30, 2021, to shareholders of record on June 15, 2021, and September 15, 2021, respectively. The declaration of these dividends signifies ongoing capital allocation to preferred shareholders.

Key Highlights

  • 187% of outstanding voting shares were represented at the annual shareholder meeting.
  • 2All four Class II directors proposed for election were approved by a substantial majority of shareholders.
  • 3The advisory vote on executive compensation ('say-on-pay') received strong shareholder support.
  • 4PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for FY 2021.
  • 5Dividends were declared for Arch Capital's 5.25% Non-Cumulative Preferred Shares, Series E, payable on June 30 and September 30, 2021.
  • 6Dividends were declared for Arch Capital's 5.45% Non-Cumulative Preferred Shares, Series F, payable on June 30 and September 30, 2021.
  • 7The election of several individuals as Designated Company Directors for ACGL's non-U.S. subsidiaries was approved.

Frequently Asked Questions

The main outcomes included the election of Class II directors, an advisory vote on executive compensation, and the ratification of the independent auditor. All proposals presented to shareholders received significant approval.

Dividends for both Series E and Series F preferred shares are declared to be payable on June 30, 2021, and September 30, 2021.

PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2021.

349,104,034 common shares, representing approximately 87 percent of the outstanding shares entitled to vote as of the record date of March 9, 2021, were represented at the meeting.