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) — April 27, 2010
ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)
|
Bermuda |
|
001-32141 |
|
98-0429991 |
|
(State
or other jurisdiction of |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 8.01 |
|
Other Events |
|
|
|
|
|
|
|
In connection with a review of its executive compensation practices, Assured Guaranty Ltd. (“Assured Guaranty”) has determined that, effective immediately, it will not enter into any new or materially amended agreements with named executive officers providing for excise tax gross-up provisions with respect to payments contingent upon a change in control. |
|
|
|
|
|
|
|
In addition, Assured Guaranty has filed, as definitive additional soliciting materials, a supplement to its proxy statement revising Proposal 2.2 of its proxy statement, which relates to corporate governance amendments to its Bye-laws, so that such proposal no longer amends the notice provision relating to annual meetings of shareholders. A copy of that supplement is attached as Exhibit 99.1 hereto. |
|
|
|
|
|
Item 9.01 |
|
Financial Statements and Exhibits. |
|
|
|
|
|
|
|
(d) Exhibits |
|
|
|
|
|
Exhibit |
|
Description |
|
99.1 |
|
Supplement to Proxy Statement |
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 thereunto duly authorized.
|
|
ASSURED GUARANTY LTD. |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ James M. Michener |
|
|
|
Name: James M. Michener |
|
|
|
Title: General Counsel |
DATE: April 27, 2010