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AGO > SEC Filings for AGO > Form 8-K on 10-May-2013All Recent SEC Filings

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Form 8-K for ASSURED GUARANTY LTD


10-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote o


Item 5.02 Departure of Directors or Certain Officers; Election or Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers

(e) At the 2013 annual general meeting of shareholders of Assured Guaranty Ltd. ("AGL") held on May 8, 2013, AGL's shareholders approved the Employee Stock Purchase Plan, as amended through the second amendment (the "ESPP"), increasing the number of common shares available for issuance under the ESPP by 250,000 common shares, which shares are in addition to the 350,000 common shares previously reserved under the ESPP, for a total of 600,000 common shares. A more complete description of the ESPP is contained in AGL's proxy statement dated March 22, 2013 (the "2013 Proxy Statement") as filed with the Securities and Exchange Commission, under the heading "Proposal No. 3: Approval of Employee Stock Purchase Plan, as Amended," which is hereby incorporated herein by reference. For the full text of the ESPP, see Exhibit A to the 2013 Proxy Statement, which is hereby incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders

AGL convened its annual general meeting of shareholders on May 8, 2013 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 Neil Baron:

For Withheld Broker Non-Votes
171,825,287 321,616 13,744,376 2 Election of Francisco L. Borges:
For Withheld Broker Non-Votes
154,340,347 17,806,556 13,744,376 3 Election of G. Lawrence Buhl:
For Withheld Broker Non-Votes
154,336,016 17,810,887 13,744,376 4 Election of Stephen A. Cozen:
For Withheld Broker Non-Votes
171,836,251 310,652 13,744,376 5 Election of Dominic J. Frederico:
For Withheld Broker Non-Votes
171,829,582 317,321 13,744,376 6 Election of Bonnie L. Howard:
For Withheld Broker Non-Votes
171,412,715 734,188 13,744,376 7 Election of Patrick W. Kenny:
For Withheld Broker Non-Votes
171,767,357 379,546 13,744,376 8 Election of Simon W. Leathes:
For Withheld Broker Non-Votes
171,392,264 754,639 13,744,376 9 Election of Robin Monro-Davies:
For Withheld Broker Non-Votes
163,074,989 9,071,914 13,744,376


     10      Election of Michael T. O'Kane:
             For                     Withheld                              Broker Non-Votes
             171,837,982             308,921                               13,744,376
     11      Election of Wilbur L. Ross, Jr.:
             For                     Withheld                              Broker Non-Votes
             135,343,852             36,803,051                            13,744,376

2. Advisory Vote on Executive Compensation For Against Abstain Broker Non-Votes 117,182,326 54,886,869 77,708 13,744,376

3. Approval of Employee Stock Purchase Plan as Amended For Against Abstain Broker Non-Votes 168,525,354 3,572,436 49,113 13,744,376

4. Ratification of PricewaterhouseCoopers LLP as the Company's Independent Auditors for year

     ending December 31, 2013
             For                     Against                               Abstain
             185,480,908             343,709                               66,662

5.   Subsidiary Proposals
5.1  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
             171,842,919             303,984                               13,744,376
     2       Election of Robert A. Bailenson:
             For                     Withheld                              Broker Non-Votes
             171,842,467             304,436                               13,744,376
     3       Election of Russell B. Brewer II:
             For                     Withheld                              Broker Non-Votes
             171,842,919             303,984                               13,744,376
     4       Election of Gary Burnet:
             For                     Withheld                              Broker Non-Votes
             171,842,241             304,662                               13,744,376
     5       Election of Stephen Donnarumma:
             For                     Withheld                              Broker Non-Votes
             171,835,685             311,218                               13,744,376
     6       Election of Dominic J. Frederico:
             For                     Withheld                              Broker Non-Votes
             171,829,808             317,095                               13,744,376
     7       Election of James M. Michener:
             For                     Withheld                              Broker Non-Votes
             171,842,354             304,549                               13,744,376


8 Election of Robert B. Mills:
For Withheld Broker Non-Votes 171,815,800 331,103 13,744,376

5.2 Authorizing the Company to vote for the appointment of PricewaterhouseCoopers LLP as AG Re's independent auditors for the year ending December 31, 2013:
For Against Abstain 185,478,324 347,160 65,795


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