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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.
☐


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
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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
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