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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
 
May 4, 2022
Date of Report (Date of earliest event reported) 
Arch Capital Group Ltd.
(Exact name of registrant as specified in its charter)
Bermuda 001-16209 98-0374481
(State or other
jurisdiction of
incorporation or
organization)		 (Commission File Number) (I.R.S. Employer
Identification No.)
 
Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code:
(441) 278-9250
 
N/A
(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):
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol (s)Name of each exchange on which registered
Common shares, $0.0011 par value per shareACGLNASDAQStock Market
Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share
ACGLO
NASDAQStock Market
Depositary shares, each representing a 1/1,000th interest in a 4.55% Series G preferred shareACGLNNASDAQStock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o


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
320,464,58987,53764,160
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

Series
Effective Date for Declaration
Dividend Period
Dividend Amount
Rate Per Share
Series F
6/30/223/31/22-6/29/22$4,496,250$0.340625
Series F
9/30/226/30/22-9/29/22$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.

Series
Effective Date for Declaration
Dividend Period
Dividend Amount
Rate Per Share
Series G
6/30/223/31/22-6/29/22$5,687,500$0.284375
Series G
9/30/226/30/22-9/29/22$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 
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 ARCH CAPITAL GROUP LTD.
   
   
Date: May 6, 2022By:/s/ François Morin
  Name:François Morin
  Title:Executive Vice President, Chief Financial Officer and Treasurer


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