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

PRIMUS GUARANTY, LTD.

(Exact name of registrant as specified in its charter)

Bermuda		001-32307		98-0402357
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Clarendon House 2 Church Street, Hamilton, Bermuda		HM 11
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 441-296-0519

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07.		Submission of Matters to a Vote of Security Holders.

At the Annual General Meeting of Shareholders of Primus Guaranty, Ltd. (the “Registrant”) held on May 17, 2011, the shareholders of the Registrant considered the two proposals set forth below that were submitted for shareholder vote. The proposals are described in detail in the Registrant’s definitive proxy materials, which it filed with the Securities and Exchange Commission and first made available to shareholders on April 15, 2011. The final results for the votes regarding each proposal are set forth below.

1.

To elect two Class III directors to hold office for three years and until their successors are elected and qualified.

						BROKER
		FOR		WITHHOLD		NON-VOTES
Richard Claiden		28,358,207		106,987		2,333,538
Michael M. Sullivan		28,362,560		102,634		2,333,538

2.

To appoint Ernst & Young LLP as the Company’s independent auditors and to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration.

						BROKER
FOR		AGAINST		ABSTAIN		NON-VOTES
30,771,069		16,984		10,679		0

Signature

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 18, 2011