ITEM 5.07 Submission of Matters to a Vote of Security Holders.
Arch Capital Group Ltd.'s ("ACGL") annual meeting of shareholders was held on
May 4, 2022. At the meeting, the holders of 378,556,205 common shares, which
represents approximately 88 percent of the outstanding shares entitled to vote
as of the record date of March 8, 2022, were represented in person or by proxy.
Matters submitted to shareholders at the meeting and the voting results thereof
were as follows:
Item 1. The vote on the election of the four Class III directors to hold office
until the 2025 annual meeting of shareholders or until their successors are
elected and qualified. The voting results were as follows:
NOMINEE FOR AGAINST WITHHELD BROKER
NON-VOTES
John L. Bunce, Jr. 300,129,618 20,202,985 283,683 13,240,177
Marc Grandisson 317,542,326 3,011,470 62,490 13,240,177
Moira Kilcoyne 316,216,476 4,342,034 57,776 13,240,177
Eugene S. Sunshine 311,483,406 9,072,429 60,451 13,240,177
Item 2. The vote on a proposal on advisory vote on executive compensation
(say-on-pay). The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
303,434,590 16,967,447 214,249 13,240,177
Item 3. The vote on a proposal to approve the 2022 Long-Term Incentive and Share
Award Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by
reference. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
309,887,003 10,627,707 101,576 13,240,177
Item 4. The vote on the ratification of the selection of PricewaterhouseCoopers
LLP as ACGL's independent registered public accounting firm for the year ending
December 31, 2022. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
322,698,809 11,096,492 61,162 0
Item 5. The vote on the election of certain individuals as Designated Company
Directors of certain of ACGL's non-U.S. subsidiaries. The voting results were as
follows:
DIRECTOR FOR AGAINST WITHHOLD BROKER NON-VOTES
Robert Appleby 320,362,620 111,727 141,939 13,240,177
Matthew Dragonetti 320,413,189 87,198 115,899 13,240,177
Seamus Fearon 320,403,403 110,064 102,819 13,240,177
Beau H. Franklin 320,405,153 109,757 101,376 13,240,177
Jerome Halgan 320,357,407 158,886 99,993 13,240,177
James Haney 320,395,965 108,249 112,072 13,240,177
Chris Hovey 320,431,628 87,751 96,907 13,240,177
W. Preston Hutchings 320,362,307 167,331 86,648 13,240,177
Pierre Jal 320,400,144 121,667 94,475 13,240,177
François Morin 308,157,965 12,397,853 60,468 13,240,177
David J. Mulholland 320,432,289 84,810 99,187 13,240,177
Chiara Nannini 307,273,348 13,208,907 134,031 13,240,177
Maamoun Rajeh 320,464,589 87,537 64,160 13,240,177
Christine Todd 320,434,260 83,267 98,759 13,240,177
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ITEM 8.01 Other Events.
Preferred Share Dividends. On May 5, 2022, the Board of Directors (the "Board")
of ACGL declared dividends with respect to the outstanding 13,200,000 depositary
shares, each representing a 1/1000th interest in a share of 5.45% Non-Cumulative
Preferred Shares, Series F, $0.01 per share ("Series F Shares"), with a $25,000
liquidation preference per share (equivalent to a $25.00 liquidation preference
per depositary share), as outlined below. All such dividends will be payable out
of lawfully available funds for the payment of dividends under Bermuda law on
June 30, 2022 to holders of record of the Series F Shares, as of June 15, 2022,
unless determined otherwise by the Board or the Executive Committee of the Board
on or prior to the effective date. In addition, the Board declared dividends
with respect to the Series F Shares, to be payable out of lawfully available
funds for the payment of dividends under Bermuda law on September 30, 2022 to
holders of record of the Series F Shares, as of September 15, 2022, unless
determined otherwise by the Board or the Executive Committee of the Board on or
prior to the effective date
Effective Date for
Series Declaration Dividend Period
Dividend Amount Rate Per Share
Series F 6/30/22 3/31/22-6/29/22 $4,496,250 $0.340625
Series F 9/30/22 6/30/22-9/29/22 $4,496,250 $0.340625
In addition, on May 5, 2022, the Board of ACGL declared dividends with respect
to the outstanding 20,000,000 depositary shares, each representing a 1/1000th
interest in a share of 4.55% Non-Cumulative Preferred Shares, Series G, $0.01
per share ("Series G Shares"), with a $25,000 liquidation preference per share
(equivalent to a $25.00 liquidation preference per depositary share), as
outlined below. All such dividends will be payable out of lawfully available
funds for the payment of dividends under Bermuda law on June 30, 2022 to holders
of record of the Series G Shares, as of June 15, 2022, unless determined
otherwise by the Board or the Executive Committee of the Board on or prior to
the effective date. In addition, the Board declared dividends with respect to
the Series G Shares, to be payable out of lawfully available funds for the
payment of dividends under Bermuda law on September 30, 2022 to holders of
record of the Series G Shares, as of September 15, 2022, unless determined
otherwise by the Board or the Executive Committee of the Board on or prior to
the effective date.
Effective Date for
Series Declaration Dividend Period
Dividend Amount Rate Per Share
Series G 6/30/22 3/31/22-6/29/22 $5,687,500 $0.284375
Series G 9/30/22 6/30/22-9/29/22 $5,687,500 $0.284375
ITEM 9.01 Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith.
EXHIBIT NO. DESCRIPTION
10.1 Arch Capital Group Ltd. 2022 Long-Term Incentive and Share Award
Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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