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AGO > SEC Filings for AGO > Form 8-K on 12-May-2014All Recent SEC Filings

Show all filings for ASSURED GUARANTY LTD

Form 8-K for ASSURED GUARANTY LTD


12-May-2014

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 2014 annual general meeting of shareholders of Assured Guaranty Ltd. ("AGL") held on May 7, 2014, AGL's shareholders approved the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan, as amended through the Third Amendment (the "LTIP"), increasing the number of Common Shares reserved for delivery under the plan by 7,700,000 Common Shares, increasing the number of incentive stock options which may be granted under the plan, deleting the plan sub-limit on the number of Common Shares which can be issued in settlement of full value awards, and making certain other technical and clarifying changes. A more complete description of the LTIP is contained in AGL's proxy statement dated March 21, 2014 (the "2014 Proxy Statement"), as filed with the Securities and Exchange Commission, under the heading "Proposal No. 3: Approval of the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan as amended through the Third Amendment," which is hereby incorporated herein by reference. For the full text of the LTIP, see Exhibit 10.2 of AGL's Form 10-Q for the quarter ended March 31, 2014, 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 7, 2014 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
136,592,919 12,355,070 12,953,929 2 Election of G. Lawrence Buhl:
For Withheld Broker Non-Votes
136,608,868 12,339,121 12,953,929 3 Election of Stephen A. Cozen:
For Withheld Broker Non-Votes
147,256,616 1,691,373 12,953,929 4 Election of Dominic J. Frederico:
For Withheld Broker Non-Votes 148,888,392 59,597 12,953,929 5 Election of Bonnie L. Howard:
For Withheld Broker Non-Votes 148,296,347 651,642 12,953,929 6 Election of Patrick W. Kenny:
For Withheld Broker Non-Votes 148,818,887 129,102 12,953,929 7 Election of Simon W. Leathes:
For Withheld Broker Non-Votes 148,884,372 63,617 12,953,929


     8      Election of Robin Monro-Davies:
            For                     Withheld                         Broker Non-Votes
            147,151,416             1,796,573                        12,953,929
     9      Election of Michael T. O'Kane:
            For                     Withheld                         Broker Non-Votes
            148,889,481             58,508                           12,953,929
     10     Election of Yukiko Omura:
            For                     Withheld                         Broker Non-Votes
            148,474,738             473,251                          12,953,929
     11     Election of Wilbur L. Ross, Jr.:
            For                     Withheld                         Broker Non-Votes
            93,666,162              55,281,827                       12,953,929

2. Advisory Vote on Executive Compensation For Against Abstain Broker Non-Votes 90,556,655 56,887,591 1,503,743 12,953,929

3. Approval of Long-Term Incentive Plan, as amended through the Third Amendment For Against Abstain Broker Non-Votes 132,478,883 14,977,830 1,491,276 12,953,929

4. Ratification of PricewaterhouseCoopers LLP as the Company's Independent Auditors for year ending December 31, 2014 For Against Abstain 160,681,123 1,182,102 38,693

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 148,888,814 59,175 12,953,929
2 Election of Robert A. Bailenson:
For Withheld Broker Non-Votes 148,595,661 352,328 12,953,929
3 Election of Russell B. Brewer II:
For Withheld Broker Non-Votes 148,888,259 59,730 12,953,929
4 Election of Gary Burnet:
For Withheld Broker Non-Votes 148,888,814 59,175 12,953,929
5 Election of Stephen Donnarumma:
For Withheld Broker Non-Votes 148,889,481 58,508 12,953,929


6 Election of Dominic J. Frederico:
For Withheld Broker Non-Votes 148,888,875 59,114 12,953,929
7 Election of James M. Michener:

          For                         Withheld                              Broker Non-Votes
          148,888,925                 59,064                                12,953,929
     8    Election of Robert B. Mills:
          For                         Withheld                              Broker Non-Votes
          148,886,726                 61,263                                12,953,929

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, 2014:
For Against Abstain 161,808,443 54,121 39,354


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