Form 8-K - Current report

0000874501FALSE00008745012024-06-052024-06-05

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 5, 2024

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 World Trade Center			New York			NY			10007
(Address of principal executive offices)

			(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))

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

New York Stock Exchange

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.			☐

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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 5, 2024. Represented at the meeting were 38,482,876 shares, or approximately 85%, of the Company’s 45,224,972 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 2025 annual meeting or until their successors are elected and qualified, with each receiving the following votes:

Name						Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
Ian D. Haft						31,138,925						1,007,500						1,021,502						5,314,949
Lisa G. Iglesias						30,618,496						1,525,181						1,024,250						5,314,949
Joan Lamm-Tennant						30,010,908						2,136,611						1,020,408						5,314,949
Claude LeBlanc						31,134,257						1,146,165						887,505						5,314,949
Kristi A. Matus						31,140,610						1,006,697						1,020,620						5,314,949
Michael D. Price						31,195,386						950,863						1,021,678						5,314,949
Jeffrey S. Stein						30,055,335						2,229,249						883,343						5,314,949

2.The Company’s stockholders approved, by advisory (non-binding vote), the compensation of our named executive officers, as disclosed in the Company’s 2024 Proxy Statement, with the following vote:

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
30,622,833						1,655,765						889,329						5,314,949

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, 2024 with the following vote:

Number of Votes For						Number of Votes Against						Number of Votes Abstained
37,034,113						618,180						830,583

4.The Company’s stockholders approved the Company’s 2024 Incentive Compensation Plan with the following vote:

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
21,203,624						10,993,239						971,064						5,314,949

5.The Company’s stockholders approved an amendment to Ambac's Certificate of Incorporation to delete certain provisions in Section 4.01 that reference the Bankruptcy Code and related restrictions on the issuance of non-voting equity securities with the following vote:

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
32,162,794						156,501						848,632						5,314,949

1

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6.The Company’s stockholders approved an amendment to Ambac's Certificate of Incorporation to replace the reference to the “Wisconsin Insurance Commissioner” with a reference to the “relevant Insurance Commissioners of the states of domicile of the insurance companies controlled by the Corporation" with the following vote:

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
32,204,137						141,727						822,063						5,314,949

7.The Company’s stockholders approved an amendment to Ambac's Certificate of Incorporation to extend the exculpation provision in Section 7.01 of Article VII to include officers, as well as directors with the following vote:

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
30,289,354						1,952,427						926,146						5,314,949

EXHIBIT INDEX

Exhibit
Number						Exhibit Description
101.INS						XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
104						Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags or embedded within the Inline XBRL document

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 hereunto duly authorized.

Ambac Financial Group, Inc.

(Registrant)

Dated:

June 7, 2024

By:

/s/ William J. White

William J. White

First Vice President, Secretary and Assistant General Counsel

2

Cover Document	Jun. 05, 2024
Entity Information [Line Items]
Entity Central Index Key	0000874501
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Written Communications	false
City Area Code	(212)
Entity Address, Address Line One	One World Trade Center
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	Ambac Financial Group, Inc.
Document Period End Date	Jun. 05, 2024
Document Type	8-K
Entity File Number	1-10777
Entity Tax Identification Number	13-3621676
Entity Address, Postal Zip Code	10007
Local Phone Number	658-7470
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	AMBC
Security Exchange Name	NYSE
Amendment Flag	false

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