Date of Report (Date of earliest event reported)—May 1, 2026
ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)
Bermuda
001-32141
98-0429991
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
30 Woodbourne Avenue
HamiltonHM 08Bermuda
(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 share
AGO
New York Stock Exchange
Assured Guaranty US Holdings Inc. 6.125% Senior Notes due 2028 (and the related guarantee of Registrant)
AGO/28
New York Stock Exchange
Assured Guaranty US Holdings Inc. 3.150% Senior Notes due 2031 (and the related guarantee of Registrant)
AGO/31
New York Stock Exchange
Assured Guaranty US Holdings Inc. 3.600% Senior Notes due 2051 (and the related guarantee of Registrant)
AGO/51
New 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 (§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
2
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
3
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.
