false0001273813
0001273813
2019-12-31
2019-12-31
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
Date of Report (Date of earliest event reported)—December 31, 2019
ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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001-32141
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98-0429991
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(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Assured Guaranty Ltd.
30 Woodbourne Avenue
Hamilton HM 08 Bermuda
(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 279-5700
Not applicable
(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 Act:
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Title of each class:
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Trading Symbol(s)
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Name of exchange on which registered
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Common Shares
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$0.01 per share
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AGO
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Assured Guaranty Ltd. (the “Company”) and Bruce E. Stern, the Company’s Executive Officer, have mutually and amicably agreed that Mr. Stern will separate from the Company, effective May 1, 2020.
The Company is eliminating the position of Executive Officer and, in conjunction with such action, the Company and Mr. Stern have entered into a separation and release agreement to document his right to compensation and his obligations to comply with certain restrictive covenants after separation. In accordance with the terms of the separation and release agreement, Mr. Stern has resigned as Executive Officer and as an executive officer of the Company, effective December 31, 2019. He will remain employed in a non-executive officer position, serving as Senior Advisor to the Chief Executive Officer, for a transition period from January 1, 2020 through May 1, 2020.
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Item 9.01
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Financial Statements and Exhibits. (d) Exhibits
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Exhibit Number
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Description
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104.1
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ASSURED GUARANTY LTD.
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By:
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/s/ Ling Chow
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Name: Ling Chow
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Title: General Counsel
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Date: January 7, 2020