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): June 3, 2019
Ambac Financial Group, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
 
1-10777
 
13-3621676
(State of incorporation)
 
(Commission
file number)
 
(I.R.S. employer
identification no.)
One State Street Plaza, New York, New York 10004
(Address of principal executive offices) (Zip Code)
(212) 658-7470
(Registrant's telephone number, including area code)
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:
¨
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-4c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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.  ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common stock, par value $0.01 per share
 
AMBC
 
NASDAQ


Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Ambac Financial Group, Inc. (the “Company”) was held on June 3, 2019 . Represented at the meeting were 40,204,720 shares, or approximately 88% , of the Company’s 45,520,541 shares of common stock outstanding and entitled to vote at the meeting. Set forth below are the final voting results for the actions taken by the stockholders at the meeting.
1.
The Company’s stockholders elected the seven (7) director nominees named below to a term expiring at the 2020 annual meeting or until their successors are elected and qualified, with each receiving the following votes:
Name
 
Number of Votes For
 
Votes Withheld
 
Broker Non-Votes
Alexander D. Greene
 
30,248,644
 
1,597,858
 
8,358,218
Ian D. Haft
 
30,387,425
 
1,459,077
 
8,358,218
David Herzog
 
30,307,947
 
1,538,555
 
8,358,218
Joan Lamm-Tennant
 
30,385,699
 
1,460,803
 
8,358,218
Claude LeBlanc
 
30,389,998
 
1,456,504
 
8,358,218
C. James Prieur
 
30,302,437
 
1,544,065
 
8,358,218
Jeffrey S. Stein
 
30,307,323
 
1,539,179
 
8,358,218
2.
The Company’s stockholders approved, by advisory (non-binding vote), the compensation of our named executive officers, as disclosed in the Company’s 2019 Proxy Statement, with the following vote:
Number of
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
29,052,768
 
1,644,653
 
1,149,081
 
8,358,218
3.
The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019 with the following vote:
Number of Votes For
 
Votes Against
 
Abstentions
39,412,718
 
744,024
 
47,978
4.
The Company's stockholders recommended, by a non-binding advisory vote, that a stockholder vote to approve the compensation of our named executive officers should occur every year with the following vote:
Number of Votes For
Every Year
 
Number of Votes For
Every Two Years
 
Number of Votes For
Every Three Years
 
Abstentions
 
Broker
Non-Votes
29,259,115
 
28,967
 
1,956,729
 
601,691
 
8,358,218
In accordance with the stockholders' recommendation, the Company has determined that an advisory vote on the compensation of our named executive officers will be conducted every year, until the next advisory vote on the frequency of the advisory vote on the compensation of our named executive officers.

1

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.
 
 
 
Ambac Financial Group, Inc.
 
 
 
(Registrant)
 
 
 
 
 
 
Dated:
June 4, 2019
 
By:
 
/s/ William J. White
 
 
 
 
 
First Vice President, Secretary, and Assistant General Counsel

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