ARCH CAPITAL GROUP LTD. ITEM 5.07 Submission of Matters to a Vote of Security Holders.
Arch Capital Group Ltd.'s ("ACGL") annual meeting of shareholders was held onMay 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 ofMarch 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 ofPricewaterhouseCoopers LLP as ACGL's independent registered public accounting firm for the year endingDecember 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 asDesignated 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 2
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ITEM 8.01 Other Events.
Preferred Share Dividends. OnMay 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 underBermuda law onJune 30, 2022 to holders of record of the Series F Shares, as ofJune 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 underBermuda law onSeptember 30, 2022 to holders of record of the Series F Shares, as ofSeptember 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, onMay 5, 2022 , theBoard 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 underBermuda law onJune 30, 2022 to holders of record of the Series G Shares, as ofJune 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 underBermuda law onSeptember 30, 2022 to holders of record of the Series G Shares, as ofSeptember 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 10.1Arch Capital Group Ltd. 2022 Long-Term Incentive and Share Award Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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