8-KShareholder MattersOther EventsExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K Report, Shareholder Vote Results (May 8, 2025)

Filed May 8, 2025For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) held its annual shareholder meeting on May 7, 2025, where a significant majority of outstanding shares (approximately 90%) were represented. Key outcomes include the overwhelming approval of director elections and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025. The advisory vote on executive compensation also passed with strong support. However, a shareholder proposal requesting a report on diversity, equity, and inclusion (DEI) efforts was narrowly defeated, indicating a divergence of opinion on the importance or approach to DEI reporting among shareholders. In a separate announcement, the Board of Directors declared preferred share dividends for Series F and Series G shares, payable in June and September 2025, providing clarity on upcoming distributions to preferred shareholders.

Key Highlights

  • 1All four Class III directors proposed for election were approved by a substantial majority of votes.
  • 2Shareholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for the fiscal year ending December 31, 2025.
  • 3The advisory vote to approve named executive officer compensation received strong shareholder support.
  • 4A shareholder proposal requesting a report on diversity, equity, and inclusion (DEI) efforts was not approved.
  • 5Arch Capital Group Ltd. declared preferred dividends for its Series F and Series G shares, with payments scheduled for June 30, 2025, and September 30, 2025.
  • 6Approximately 90% of outstanding shares entitled to vote were represented at the annual meeting.

Frequently Asked Questions

The main outcomes were the election of directors, the ratification of the independent auditor, and an advisory vote on executive compensation, all of which received strong shareholder approval. A shareholder proposal on DEI reporting was not approved.

Yes, a shareholder proposal requesting the company to report on the effectiveness of its diversity, equity, and inclusion (DEI) efforts was not approved by a significant margin.

Dividends for the Series F and Series G preferred shares will be paid on June 30, 2025, and September 30, 2025, to shareholders of record on June 15, 2025, and September 15, 2025, respectively, subject to board determination.

The meeting saw strong participation, with approximately 90 percent of the outstanding shares entitled to vote being represented either in person or by proxy.