Assured Guaranty Ltd
10 nominees · 4 ballot items.
Election of directors; advisory approval of executive compensation (say-on-pay); appointment of PricewaterhouseCoopers LLP as AGL’s independent auditor and authorization for Audit Committee to set fees; direction to vote on AG Re directors and auditor (subsidiary matters).
Follow how the vote landed and what changed on Assured Guaranty Ltd’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect ten directors to AGL's Board of Directors to serve one-year terms.
- 2
Advisory Approval of Executive Compensation
ManagementBoard: FORNon-binding advisory vote to approve compensation paid to AGL’s named executive officers as disclosed in the proxy statement.
More detail
This proposal asks shareholders to cast a non-binding 'say-on-pay' advisory vote approving the compensation of AGL’s named executive officers as detailed in the proxy materials. Management seeks shareholder endorsement to validate its pay-for-performance approach, which emphasizes a mix of base salary, annual cash incentives tied to five financial metrics and non-financial objectives, and long-term equity awards (60% performance-based PSUs and 40% time-based RSUs). The Compensation Committee highlights rigorous goal-setting, enhanced target/payout ranges added in 2025, robust clawback provisions, and engagement with an independent consultant (FW Cook) to justify compensation decisions. The board recommends a 'FOR' vote, arguing that the program aligns executives' incentives with shareholder value and includes risk-mitigation features, strong governance (independent committee oversight, clawbacks, anti-hedging/pledging policies) and shareholder outreach. Key context includes lower PVP in 2025 and the Compensation Committee’s adjustments (including reductions in CEO long-term awards for 2025) that reflect challenging market conditions; shareholders should weigh whether realized payouts reasonably reflect company performance and long-term strategy, and whether the heavy weighting of performance metrics and equity-linked compensation sufficiently tie outcomes to sustained shareholder value.
- 3
Appointment of Independent Auditor
ManagementBoard: FORAppoint PricewaterhouseCoopers LLP as AGL’s independent auditor for fiscal year ending December 31, 2026, and authorize the Board (via Audit Committee) to set audit fees.
- 4
Proposals Concerning Subsidiary Assured Guaranty Re Ltd.
ManagementBoard: FORDirect AGL to vote for (4.1) election of AG Re directors and (4.2) appointment of AG Re’s auditor (PwC).
More detail
These proposals request shareholder authority directing AGL to cast AGL’s votes in favor of specific governance matters at the annual meeting of its Bermuda-domiciled subsidiary, Assured Guaranty Re Ltd. Proposal 4.1 asks for approval to elect ten named directors to AG Re’s board for one-year terms; these nominees are primarily AGL officers and bring insurance, finance, audit, legal and risk management expertise needed by a reinsurer. Proposal 4.2 asks shareholders to direct AGL to appoint PwC as AG Re’s independent auditor for 2026 (subject to PwC’s appointment for AGL). The board recommends support as consistent with corporate governance structure and legal formalities under the Bye-Laws; shareholders should consider that these are routine subsidiary governance matters intended to align the parent and subsidiary boards and ensure continuity of accounting oversight.
Nominees on the ballot10
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.9% | 3,925,791 | $320M |
| 2 | BlackRock, Inc. | 8.5% | 3,741,949 | $305M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.5% | 2,878,476 | $235M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,965,693 | $160M |
| 5 | River Road Asset Management, LLC | 4.3% | 1,891,378 | $154M |
| 6 | STATE STREET CORP | 3.6% | 1,572,236 | $128M |
| 7 | FIRST TRUST ADVISORS LP | 3.1% | 1,353,237 | $110M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.0% | 1,316,129 | $107M |
| 9 | REINHART PARTNERS, LLC. | 2.9% | 1,287,173 | $105M |
| 10 | BlackRock, Inc. | 2.9% | 1,283,113 | $105M |
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Frequently asked questions
- When is the Assured Guaranty Ltd 2026 annual meeting?
- Assured Guaranty Ltd (AGO) holds its 2026 annual shareholder meeting on Friday, May 1, 2026.
- What is the record date for the Assured Guaranty Ltd 2026 meeting?
- The record date for the Assured Guaranty Ltd 2026 meeting is Friday, March 6, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Assured Guaranty Ltd's 2026 meeting?
- The board is presenting 10 director nominees at the Assured Guaranty Ltd 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Assured Guaranty Ltd 2026 meeting?
- Shareholders will vote on 4 proposals at the Assured Guaranty Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.
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