8-K-Item507ShareholderVote May 2015


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
Current Report
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) — May 6, 2015
ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Bermuda
 
001-32141
 
98-0429991
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

Assured Guaranty Ltd.
30 Woodbourne Avenue
Hamilton HM 08
Bermuda
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (441) 279-5700
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e‑4(c))







Item 5.07     Submission of Matters to a Vote of Security Holders

Assured Guaranty Ltd. convened its annual general meeting of shareholders on May 6, 2015 pursuant to notice duly given. The matters voted upon at the meeting and the results of such voting are set forth below:


1.
Election of directors
 
1
Election of Francisco L. Borges:
 
 
For
Withheld
Broker Non-Votes
131,108,359
339,389
8,017,427
 
2
Election of G. Lawrence Buhl:
 
 
For
Withheld
Broker Non-Votes
129,658,743
1,789,005
8,017,427
 
3
Election of Stephen A. Cozen:
 
 
For
Withheld
Broker Non-Votes
125,577,123
5,870,625
8,017,427
 
4
Election of Dominic J. Frederico:
 
 
For
Withheld
Broker Non-Votes
129,729,131
1,718,617
8,017,427
 
5
Election of Bonnie L. Howard:
 
 
For
Withheld
Broker Non-Votes
131,139,219
308,529
8,017,427
 
6
Election of Patrick W. Kenny:
 
 
For
Withheld
Broker Non-Votes
129,674,964
1,772,784
8,017,427
 
7
Election of Simon W. Leathes:
For
Withheld
Broker Non-Votes
131,138,417
309,331
8,017,427
 
8
Election of Michael T. O’Kane:
 
 
For
Withheld
Broker Non-Votes
131,139,792
307,956
8,017,427
 
9
Election of Yukiko Omura:
 
 
For
Withheld
Broker Non-Votes
 
 
130,759,795
 
687,953
 
 
 
8,017,427
2.
Advisory Vote on Executive Compensation
 
 
For
Against
 
Abstain
 
Broker Non-Votes
128,904,946
2,476,019
 
66,783
 
8,017,427
3.
Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Auditors for year ending December 31, 2015
 
 
For
Against
Abstain
137,975,421
1,449,056
40,698



4.
Subsidiary Proposals
4.1
Authorizing the Company to vote for directors of its subsidiary, Assured Guaranty Re Ltd. (“AG Re”):
 
1
Election of Howard W. Albert:
 
 
For
Withheld
Broker Non-Votes
130,836,846
610,902
8,017,427
 
2
Election of Robert A. Bailenson:
 
 
For
Withheld
Broker Non-Votes
130,883,560
564,188
8,017,427
 
3
Election of Russell B. Brewer II:
 
 
For
Withheld
Broker Non-Votes
130,883,431
564,317
8,017,427
 
4
Election of Gary Burnet:
 
 
For
Withheld
Broker Non-Votes
130,883,660
564,088
8,017,427
 
5
Election of Stephen Donnarumma:
 
 
For
Withheld
Broker Non-Votes
130,846,729
601,019
8,017,427
 
6
Election of Dominic J. Frederico:
 
 
For
Withheld
Broker Non-Votes
130,881,696
566,052
8,017,427
 
7
Election of James M. Michener:
 
 
For
Withheld
Broker Non-Votes
 
 
130,883,460
 
564,288
 
 
 
8,017,427
4.2
Authorizing the Company to vote for the appointment of PricewaterhouseCoopers LLP as AG Re’s independent auditors for the year ending December 31, 2015:
 
 
For
Against
Abstain
137,971,452
1,450,822
42,901





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
ASSURED GUARANTY LTD.
 
 
 
 
By:
/s/ James M. Michener    
 
Name: James M. Michener
 
Title: General Counsel
 
 
 
 
 
 
 
 
 
 

DATE: May 11, 2015