ASSURED GUARANTY LTD — Proxy Solicitation & Information Statement 2019

Mar 27, 2019

DEFA14A 1 d724367ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Assured Guaranty Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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***** Exercise Your** Right **to Vote *****

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 8, 2019.

ASSURED GUARANTY LTD.

ASSURED GUARANTY LTD.

30 WOODBOURNE AVENUE

HAMILTON, HM 08 BERMUDA

Meeting Information
Meeting Type: Annual General Meeting
For holders as
of: March 14, 2019
Date: May 8,
2019 Time: 8:00 AM, London Time
Location:	6 Bevis Marks London EC3A 7BA United Kingdom
For directions to the Annual Meeting, contact Virginia Reynolds at
020 7562 1920 or Vreynolds@agltd.com

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.co m or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

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Voting Items

The Board of Directors recommends you vote FOR each of the following nominees:

1. Election of Directors of Assured Guaranty Ltd. (the “Company”):

Nominees:
1a.	Francisco L. Borges
1b.	G. Lawrence Buhl
1c.	Dominic J. Frederico
1d.	Bonnie L. Howard
1e.	Thomas W. Jones
1f.	Patrick W. Kenny
1g.	Alan J. Kreczko
1h.	Simon W. Leathes
1i.	Michael T. O’Kane
1j.	Yukiko Omura

The Board of Directors recommends you vote FOR the

following proposals:

1. To approve, on an advisory basis, the compensation paid to the Company’s named executive officers.

2. To approve our employee stock purchase plan as amended through the third amendment.

3. To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2019, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor.

5A. To authorize the Company to vote for directors of the Company’s subsidiary, Assured Guaranty Re Ltd. (“AG Re”):

Nominees:
5aa.	Howard W. Albert
5ab.	Robert A. Bailenson
5ac.	Russell B. Brewer II
5ad.	Gary Burnet
5ae.	Ling Chow
5af.	Stephen Donnarumma
5ag.	Dominic J. Frederico
5ah.	Walter A. Scott

5B. To authorize the Company to appoint PwC as AG Re’s independent auditor for the fiscal year ending December 31, 2019.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.