Ambac Financial Group Inc.

10/16/2024 | Press release | Distributed by Public on 10/16/2024 14:08

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders
A Special Meeting of Stockholders (the "Special Meeting") of Ambac Financial Group, Inc. (the "Company") was held on October 16, 2024 via live webcast. As of the record date, September 3, 2024, 47,440,995 shares of voting common stock were outstanding and eligible to vote at the Special Meeting, and 38,019,302 shares, or approximately 80%`, were present or represented by proxy at the Special Meeting. Set forth below is a brief description of each matter voted upon at the Special Meeting and the results of voting on each such matter. The proposals are described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 6, 2024 (the "Proxy Statement").
1.The Company's stockholders voted to approve the stock purchase agreement, dated June 4, 2024, by and between the Company and American Acorn Corporation ("Buyer"), a Delaware corporation owned by funds managed by Oaktree Capital Management, L.P., providing for the sale by the Company to Buyer of all of the issued and outstanding shares of common stock, par value $2.50 per share, of Ambac Assurance Corporation, a Wisconsin stock insurance company and wholly-owned subsidiary of the Company (the "Sale," and such proposal, the "Sale Proposal"), as such Sale could be considered to constitute the sale of substantially all of the Company's property and assets within the meaning of Section 271 of the General Corporation Law of the State of Delaware.
Number of
Votes For
Number of Votes Against
Number of
Votes Abstained
Broker
Non-Votes
36,055,056 1,924,034 40,212 -
2.The Company's stockholders approved, on an advisory (non-binding) basis, the compensation that may under certain circumstances, be paid or provided by the Company to its named executive officers in connection with the Sale.
Number of
Votes For
Number of
Votes Against
Number of
Votes Abstained
Broker
Non-Votes
33,992,230 3,751,107 275,965 -
3.The Company's stockholders approved the adjournment of the Special Meeting, if necessary or appropriate, in order to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Sale Proposal.
Number of
Votes For
Number of
Votes Against
Number of
Votes Abstained
Broker
Non-Votes
34,585,893 3,366,541 66,868 -
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
1