ARCH CAPITAL GROUP LTD. 8-K

What Happened

• Arch Capital Group Ltd. (ACGL) filed an 8-K reporting results from its annual meeting held May 5, 2026 and Board actions on May 6, 2026. Holders of 311,259,137 common shares (about 87% of outstanding voting shares as of the March 9, 2026 record date) were represented.
• The company reported the election of three Class I directors for three-year terms (Francis Ebong: 264,284,191 for; Eileen Mallesch: 291,998,486 for; Brian S. Posner: 288,275,104 for). Shareholders also approved the advisory vote on executive compensation (say-on-pay: 280,228,167 for, 17,650,116 against) and ratified PricewaterhouseCoopers LLP as independent auditor (292,837,090 for, 18,363,136 against). ACGL also elected a slate of Designated Company Directors for certain non-U.S. subsidiaries (most with strong support; a few received larger against votes, e.g., Chiara Nannini ~13.3M against).
• On May 6, 2026 the Board declared dividends on two series of preferred depositary shares: Series F and Series G, with payment dates of June 30, 2026 and September 30, 2026 and record dates of June 15 and September 15, 2026, respectively.

Key Details

• Meeting participation: 311,259,137 common shares represented (≈87% of shares entitled to vote).
• Director elections: Class I directors elected — Francis Ebong (264,284,191 for), Eileen Mallesch (291,998,486 for), Brian S. Posner (288,275,104 for).
• Say-on-pay and auditor ratification: Advisory compensation vote — 280,228,167 for; PwC ratified as auditor — 292,837,090 for.
• Preferred dividends declared:
  • Series F: 13,200,000 depositary shares; dividend per depositary share $0.340625 (period 3/31/26–6/29/26), total $4,496,250; payable June 30 and Sept 30, 2026; record dates June 15 and Sept 15.
  • Series G: 20,000,000 depositary shares; dividend per depositary share $0.284375 (period 3/31/26–6/29/26), total $5,687,500; payable June 30 and Sept 30, 2026; record dates June 15 and Sept 15.
  • Each depositary share represents a 1/1000th interest in a preferred share; liquidation preference equivalent $25.00 per depositary share.

Why It Matters

• Governance: The election results and strong turnout confirm the board and auditor for the coming year, signaling continuity in leadership and oversight.
• Income for preferred holders: Declared dividends provide scheduled cash payments to holders of Series F and G depositary shares (with specific payment and record dates), which is directly relevant to income-focused investors in ACGL’s preferred securities.
• No change to operating results reported in this filing: the 8-K covers shareholder votes and dividend declarations — it does not report quarterly earnings, management changes, mergers, or other material financial results.