Form 8-K ASSURED GUARANTY LTD For: Aug 04

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August 4, 2015 9:21 AM EDT


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) — August 4, 2015

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.)

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))

1



Item 5.02           
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
 
(d)
On August 4, 2015, the Board of Directors of Assured Guaranty Ltd. (AGL) appointed Thomas W. Jones and Alan J. Kreczko directors of AGL, each to hold office until the next annual general meeting of shareholders of AGL. Mr. Jones and Mr. Kreczko were each appointed to both the Audit Committee and the Finance Committee of the Board of Directors.
 
 
 
Messrs. Jones and Kreczko will receive the full annual director retainer for the term ending at the next annual general meeting of shareholders of AGL, consisting of cash and stock (valued based on the closing price of AGL common shares on the New York Stock Exchange on August 4, 2015), consistent with the compensation of AGL’s independent directors for such term, as described in the “Director Compensation Summary” filed as Exhibit 10.1 to AGL’s Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2015.
 
 
 
A copy of the press release announcing the appointments of Messrs. Jones and Kreczko is attached as Exhibit 99.1 hereto and incorporated by reference herein.
 
 
 
Item 9.01
 
Financial Statements, Pro Forma Financial Information and Exhibits
 
 
(c)
Exhibits
Exhibit Number
 

Description
99.1
 
Press Release of Assured Guaranty Ltd., dated August 4, 2015












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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 thereunto duly authorized.

ASSURED GUARANTY LTD.


By:    /s/ James M. Michener        
Name:    James M. Michener
Title:    General Counsel

DATE: August 4, 2015
 


3


EXHIBIT INDEX

Exhibit Number
 

Description
99.1
 
Press Release of Assured Guaranty Ltd., dated August 4, 2015
 
 
 


4





Thomas W. Jones and Alan J. Kreczko Join Assured Guaranty Board of Directors

Hamilton, Bermuda, August 4, 2014 - Assured Guaranty Ltd. (NYSE: AGO) announced that Thomas W. Jones and Alan J. Kreczko have been appointed as independent directors to the Company’s Board of Directors. Mr. Jones and Mr. Kreczko will each serve on the board’s Audit and Finance Committees.
“We are very pleased that Mr. Jones and Mr. Kreczko are joining our board,” said Assured Guaranty Chairman Francisco L. Borges. “Both have distinguished careers as leaders in major financial services organizations.”
Mr. Jones is the founder and senior partner of venture capital firm TWJ Capital LLC. Prior to founding TWJ Capital in 2005, he was the chief executive officer of Global Investment Management at Citigroup, which included Citigroup Asset Management, Citigroup Alternative Investments, Citigroup Private Bank and Traveler’s Life & Annuity. Earlier, he held a series of positions at TIAA-CREF, including vice chairman and director, president and chief operating officer, and executive vice president and chief financial officer, and at John Hancock Mutual Life Insurance Company, where he rose to senior vice president and treasurer. He began his career in public accounting and management consulting, primarily at Arthur Young & Company (predecessor to Ernst & Young).
A trustee emeritus of Cornell University, Mr. Jones is a current director of Altria Group and has served on numerous boards in the past, including those of the Federal Reserve Bank of New York (where he was vice chairman), Freddie Mac, Traveler’s Group, Fox Entertainment Group, Pepsi Bottling Group, TIAA-CREF and others.
Mr. Kreczko retired in June 2015 from his position as executive vice president and general counsel of The Hartford, a role he assumed in June 2007. In that capacity, he oversaw the law department, government affairs, compliance and communications. Additionally, he chaired the company’s Environment Committee. He joined The Hartford in 2003 after 27 years in public service at the United States Department of State, where he held various senior positions. As the acting assistant secretary of state for Population, Refugees and Migration, he led the department’s response to humanitarian crises in conflict situations, including Afghanistan, Timor, and West Africa. Before that, he served as special assistant to President Clinton and legal advisor to the National Security Council. Earlier, he participated in sensitive bilateral and multilateral negotiations as deputy general counsel to the Department of State and as legal advisor to the personal representatives for Middle East negotiations of Presidents Carter and Reagan.
The author of a number of articles on law, foreign policy and humanitarian relief, Mr. Kreczko serves on the board of directors of the Mark Twain House and Museum and the Greater Hartford Legal Aid Foundation, and as an advisor to the Connecticut Red Cross Blood Services.






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Assured Guaranty Ltd. is a publicly traded Bermuda-based holding company. Its operating subsidiaries provide credit enhancement products to the U.S. and international public finance, infrastructure and structured finance markets. More information on Assured Guaranty and its subsidiaries can be found at AssuredGuaranty.com.

Contacts:
Robert Tucker, 212-339-0861
Managing Director, Investor Relations and Corporate Communications
[email protected]
Media:
Ashweeta Durani, 212-408-6042
Vice President, Corporate Communications




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