Assured Guaranty (NYSE: AGO) shareholders approve directors, pay and PwC
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Assured Guaranty Ltd. reported the results of its annual general meeting of shareholders held on May 1, 2026. Shareholders elected all director nominees, including Dominic J. Frederico and Mark C. Batten, with each receiving over 37 million votes in favor and several million broker non-votes recorded.
Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with about 34.7 million votes for and 3.0 million against. PricewaterhouseCoopers LLP was appointed as independent auditor for both Assured Guaranty Ltd. and its subsidiary Assured Guaranty Re Ltd. for the fiscal year ending December 31, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Say-on-pay votes for: 34,676,580 votes
Say-on-pay votes against: 3,043,276 votes
Auditor appointment votes for (parent): 40,061,074 votes
+4 more
7 metrics
Say-on-pay votes for
34,676,580 votes
Advisory approval of named executive officer compensation
Say-on-pay votes against
3,043,276 votes
Advisory approval of named executive officer compensation
Auditor appointment votes for (parent)
40,061,074 votes
Appointment of PwC as independent auditor for 2026
Auditor appointment votes for (AG Re)
40,171,150 votes
Authorization to appoint PwC as AG Re’s independent auditor for 2026
Votes for CEO Frederico as director
37,423,743 votes
Election of Dominic J. Frederico to the board
Votes for director Mark C. Batten
37,573,543 votes
Election of Mark C. Batten to the board
Broker non-votes (director elections)
3,042,464 votes
Reported for each director election item
Key Terms
broker non-votes, advisory basis, independent auditor, named executive officers, +2 more
6 terms
broker non-votes financial
"Director Nominees | For | Against | Abstain | Broker Non- Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"To approve, on an advisory basis, the compensation paid to the Company's named executive officers"
independent auditor financial
"to appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
named executive officers financial
"the compensation paid to the Company's named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
subsidiary financial
"directors of the Company’s subsidiary, Assured Guaranty Re Ltd. (“AG Re”)"
A subsidiary is a company that is controlled or owned by a larger company, known as the parent company. Think of it like a branch or division of a bigger organization; it operates separately but is ultimately guided by the parent. For investors, understanding subsidiaries helps clarify how a larger company is structured and where its resources and risks are concentrated.
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 1, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of exchange on which registered | |||||||||
| $0.01 par value per share | |||||||||||
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company convened its annual general meeting of shareholders on May 1, 2026, 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 Nominees | For | Against | Abstain | Broker Non- Votes | ||||||||||
| Mark C. Batten | 37,573,543 | 57,245 | 115,794 | 3,042,464 | ||||||||||
| Francisco L. Borges | 36,004,820 | 1,669,247 | 72,515 | 3,042,464 | ||||||||||
| Dominic J. Frederico | 37,423,743 | 308,856 | 13,983 | 3,042,464 | ||||||||||
| Bonnie L. Howard | 36,715,336 | 1,017,485 | 13,761 | 3,042,464 | ||||||||||
| Thomas W. Jones | 37,157,074 | 519,062 | 70,446 | 3,042,464 | ||||||||||
| Alan J. Kreczko | 37,042,665 | 690,156 | 13,761 | 3,042,464 | ||||||||||
| Yukiko Omura | 36,888,600 | 826,973 | 31,009 | 3,042,464 | ||||||||||
| Lorin P.T. Radtke | 37,480,986 | 220,571 | 45,025 | 3,042,464 | ||||||||||
| Courtney C. Shea | 37,515,242 | 217,824 | 13,516 | 3,042,464 | ||||||||||
| Antonio Ursano, Jr. | 34,467,889 | 3,256,944 | 21,749 | 3,042,464 | ||||||||||
2. To approve, on an advisory basis, the compensation paid to the Company's named executive officers:
| For | Against | Abstain | Broker Non- Votes | ||||||||
| 34,676,580 | 3,043,276 | 26,726 | 3,042,464 | ||||||||
3. To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2026, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor:
| For | Against | Abstain | ||||||
| 40,061,074 | 720,087 | 7,885 | ||||||
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4A. To authorize the Company to vote for directors of the Company’s subsidiary, Assured Guaranty Re Ltd. (“AG Re”):
| Director Nominees | For | Against | Abstain | Broker Non- Votes | ||||||||||
| Robert A. Bailenson | 37,665,662 | 67,224 | 13,696 | 3,042,464 | ||||||||||
| Gary F. Burnet | 37,665,703 | 67,183 | 13,696 | 3,042,464 | ||||||||||
| Ling Chow | 37,667,301 | 66,435 | 12,846 | 3,042,464 | ||||||||||
| Stephen Donnarumma | 37,602,950 | 108,819 | 34,813 | 3,042,464 | ||||||||||
| Dominic J. Frederico | 37,629,069 | 103,616 | 13,897 | 3,042,464 | ||||||||||
| Darrin G. Futter | 37,708,779 | 24,107 | 13,696 | 3,042,464 | ||||||||||
| Jorge A. Gana | 37,695,818 | 37,068 | 13,696 | 3,042,464 | ||||||||||
| Holly L. Horn | 37,656,949 | 55,766 | 33,867 | 3,042,464 | ||||||||||
| Benjamin G. Rosenblum | 37,709,648 | 24,088 | 12,846 | 3,042,464 | ||||||||||
| Walter A. Scott | 37,619,239 | 106,166 | 21,177 | 3,042,464 | ||||||||||
4B. To authorize the Company to appoint PwC as AG Re’s independent auditor for the fiscal year ending December 31, 2026:
| For | Against | Abstain | ||||||
| 40,171,150 | 607,957 | 9,939 | ||||||
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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, 2026
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