8-KShareholder MattersOther EventsExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K Report, Shareholder Vote Results (May 8, 2023)

Filed May 8, 2023For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed an 8-K on May 8, 2023, detailing the results of its annual shareholder meeting held on May 4, 2023. The meeting saw strong shareholder participation, with approximately 88% of outstanding shares represented. Key outcomes include the overwhelming approval of director elections, executive compensation (on an advisory basis), and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Shareholders also approved an amendment to the employee share purchase plan and favored annual advisory votes on executive compensation. Additionally, the report disclosed the declaration of dividends for its Series F and Series G preferred shares. Dividends will be paid on June 30, 2023, and September 30, 2023, to shareholders of record on June 15, 2023, and September 15, 2023, respectively. These actions signal continued shareholder confidence and stable dividend distribution policies for the company's preferred stock.

Key Highlights

  • 1Shareholders overwhelmingly re-elected all five Class I directors.
  • 2Advisory vote to approve named executive officer compensation received strong support.
  • 3Shareholders indicated a preference for an annual advisory vote on executive compensation.
  • 4The Amended and Restated Arch Capital Group Ltd. 2007 Employee Share Purchase Plan was approved.
  • 5PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2023.
  • 6Dividends declared for Series F Preferred Shares totaling $4,496,250 per payment date in June and September 2023.
  • 7Dividends declared for Series G Preferred Shares totaling $5,687,500 per payment date in June and September 2023.

Frequently Asked Questions

The primary outcomes included the re-election of directors, advisory approval of executive compensation, approval of an amended employee share purchase plan, and ratification of the independent auditor. Shareholders also indicated a preference for annual advisory votes on executive compensation.

For Series F Preferred Shares, dividends of $4,496,250 each were declared for payment on June 30, 2023, and September 30, 2023. For Series G Preferred Shares, dividends of $5,687,500 each were declared for the same payment dates. Record dates are June 15 and September 15, respectively.

Shareholders provided an advisory vote to approve named executive officer compensation, with a significant majority voting in favor. They also indicated a preference for this advisory vote to occur annually.

While most proposals passed with very high margins, there were 'against' votes on director elections and executive compensation, as well as 'broker non-votes' which represent shares held by brokers that were not voted on certain matters due to lack of instructions from the beneficial owner.