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): May 4, 2007
————————————
SECURITY
CAPITAL ASSURANCE LTD
(Exact
name of registrant as specified in its charter)
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Bermuda
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001-32950
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Not
applicable
|
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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One
Bermudiana Road, Hamilton, Bermuda HM 11
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (441) 292 8515
Not
Applicable
(Former
name or former address, if changed since last report)
————————————
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-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
May 4, 2007, at a meeting of the
Board of Directors (the "Board") of Security Capital Assurance Ltd (the
"Company"), the Board approved the following increases in the compensation
payable to non-employee members of the Board:
(i) the
annual cash retainer fee for the Audit Committee Chairman was increased from
an
annual fee of $7,500 to $10,000; and
(ii) the
annual cash retainer fee for the Nominating & Governance Committee Chairman
and the Compensation Committee Chairman was increased from an annual fee
of
$4,000 to $7,500.
At
that meeting, the Board approved to
continue all other compensation payable to non-employee members of the Board,
other than as set forth in the next paragraph below. The terms of such
compensation are set forth in the Company's Annual Proxy Statement dated
April
2, 2007, filed on Schedule 14A (the "Proxy Statement").
In
addition to the annual cash retainer
of $30,000, non-employee members of the Board will receive an award of
restricted share units, equal in value to the cash retainer, the number of
restricted share units rounded up to the nearest 50 shares. The 2007 award
to non-employee members of the Board was 950 restricted share units with
a
vesting period of one year.
The
above-referenced compensation,
which was effective upon approval by the Board, was recommended to the Board
by
the Nominating & Governance Committee.
In
addition, the Board approved share
ownership guidelines for the independent members of the Board. Each
independent director will be required to hold three times the annual cash
retainer of $30,000. The directors will have four years to achieve the
required ownership level. The share ownership guidelines, which were
effective upon approval by the Board, were recommended to the Board by the
Nominating and Governance Committee.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On
May 4, 2007, the shareholders of the Company approved the Amended and Restated
Annual Incentive Compensation Plan (the “Annual Incentive Plan”) at the
Company’s annual meeting of shareholders. The description of the
Annual Incentive Plan set forth in the Proxy Statement under “Proposal to
Approve the Amended and Restated Annual Incentive Compensation Plan” is
incorporated herein by reference. A copy of the Annual Incentive Plan
is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
On
May 4, 2007, the shareholders of the
Company approved the Amended and Restated 2006 Long-Term Incentive and Share
Award Plan (the “LTIP Plan”) at the Company’s annual meeting of
shareholders. The description of the LTIP Plan set forth in the Proxy
Statement under “Proposal to Approve the Amended and Restated 2006 Long-Term
Incentive and Share Award Plan” is incorporated herein by
reference. A copy of the LTIP Plan is attached hereto as Exhibit 10.2
and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits. The
following exhibits are filed herewith:
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Exhibit
No.
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Description
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10.1
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Amended
and Restated Annual Incentive Compensation Plan, adopted as of
May 4,
2007.
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10.2
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Amended
and Restated 2006 Long Term Incentive and Share Award Plan, adopted
as of
May 4, 2007.
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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.
Date: May
10, 2007
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SECURITY
CAPITAL ASSURANCE LTD
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(Registrant)
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By:
/s/ Kirstin Romann Gould
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Name: Kirstin Romann Gould
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Title: Secretary
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