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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
Date of Report (Date of earliest event reported)—May 3, 2023
AG_300 - Logo.jpg
ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)
Bermuda001-3214198-0429991
(State or other jurisdiction
of incorporation or organization)
(Commission File Number) (I.R.S. Employer
Identification No.)
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:
Title of each class:Trading Symbol(s)Name of exchange on which registered
Common Shares$0.01 par value per shareAGONew York Stock Exchange
Assured Guaranty US Holdings Inc. 5.000% Senior Notes due 2024 (and the related guarantee of Registrant)AGO 24New York Stock Exchange
Assured Guaranty US Holdings Inc. 3.150% Senior Notes due 2031 (and the related guarantee of Registrant)AGO/31New York Stock Exchange
Assured Guaranty US Holdings Inc. 3.600% Senior Notes due 2051 (and the related guarantee of Registrant)AGO/51New York Stock Exchange
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. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders

The Company convened its annual general meeting of shareholders on May 3, 2022, 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:

Director NomineesForAgainstAbstainBroker Non- Votes
Francisco L. Borges45,949,7624,784,38842,8113,187,920
G. Lawrence Buhl48,729,3082,005,46342,1903,187,920
Dominic J. Frederico50,407,703327,06942,1893,187,920
Bonnie L. Howard48,981,6881,753,18242,0913,187,920
Thomas W. Jones48,749,3871,984,76342,8113,187,920
Patrick W. Kenny48,668,0402,066,63142,2903,187,920
Alan J. Kreczko49,242,2471,492,54342,1713,187,920
Simon W. Leathes49,922,614812,05842,2893,187,920
Yukiko Omura50,007,791726,25042,9203,187,920
Lorin P.T. Radtke50,414,091313,25049,6203,187,920
Courtney C. Shea50,437,952287,74451,2653,187,920

2.    To approve, on an advisory basis, the compensation paid to the Company's named executive officers:

ForAgainstAbstainBroker Non- Votes
42,460,4308,286,84429,6873,187,920

3.    To approve, on an advisory basis, the frequency of the advisory vote on compensation paid to the Company’s named executive officers:

1 Year2 Year3 YearAbstain
45,740,40676,4064,915,06645,083

4.    To approve the Company’s Employee Stock Purchase Plan, as amended through the Fourth Amendment:

ForAgainstAbstainBroker Non- Votes
50,556,671194,40425,8863,187,920

5.    To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2023, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor:

ForAgainstAbstain
52,680,8281,260,67323,380


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6A.    To authorize the Company to vote for directors of the Company’s subsidiary, Assured Guaranty Re Ltd. (“AG Re”):

Director Nominees
  For
AgainstAbstainBroker Non- Votes
Robert A. Bailenson50,574,776176,04926,1363,187,920
Gary Burnet50,657,27993,44626,2363,187,920
Ling Chow50,644,427102,88429,6503,187,920
Stephen Donnarumma50,639,265104,24133,4553,187,920
Dominic J. Frederico50,654,43495,87226,6553,187,920
Darrin Futter50,650,78098,19627,9853,187,920
Jorge Gana50,651,86196,69628,4043,187,920
Holly L. Horn50,653,79497,08526,0823,187,920
Walter A. Scott50,660,39390,43626,1323,187,920


6B.     To authorize the Company to appoint PwC as AG Re’s independent auditor for the fiscal year ending December 31, 2023:

ForAgainstAbstain
52,776,3161,165,18123,384


After taking into account the results of the shareholder advisory vote on the frequency of say-on-pay conducted at the 2023 annual general meeting, the Board of Directors decided that it shall be the Company’s policy to submit the compensation of its named executive officers to shareholders for a non-binding advisory vote annually, at least until the Company’s next annual general meeting at which an advisory vote on the frequency of say-on-pay votes is conducted.
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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.
Assured Guaranty Ltd.
By:/s/ Ling Chow
Name: Ling Chow
Title: General Counsel
DATE: May 5, 2023






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