MBIA Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 Shareholders of the Company was held on May 2, 2024 (the “Annual Meeting”). The matters that were voted upon at the Annual Meeting, the number of votes cast for or against each matter (and percent of shares voted), and the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.
Proposal 1: Election of Directors. The shareholders elected the Company’s nominees to the Board of Directors. The voting results were as follows:
Nominees: For (% of shares voted) Against (% of shares voted) Abstain Broker Non-Votes
Diane L. Dewbrey |
30,905,337 |
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(94.98%) |
1,632,815 |
(5.01%) |
31,836 |
9,401,390 |
William C. Fallon |
31,726,096 |
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(97.50%) |
812,068 |
(2.49%) |
31,824 |
9,401,390 |
Steven J. Gilbert |
29,951,696 |
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(92.05%) |
2,586,471 |
(7.94%) |
31,821 |
9,401,390 |
Janice L. Innis-Thompson |
31,678,664 |
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(97.35%) |
859,507 |
(2.64%) |
31,817 |
9,401,390 |
Theodore Shasta |
30,915,063 |
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(95.01%) |
1,623,105 |
(4.98%) |
31,820 |
9,401,390 |
Richard C. Vaughan |
30,915,005 |
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(95.01%) |
1,623,126 |
(4.98%) |
31,857 |
9,401,390 |
Proposal 2: Approval of Compensation Paid to Named Executive Officers. The shareholders voted to approve the compensation of the Company’s named executive officers listed in the proxy statement for the Annual Meeting. The shareholder vote is advisory and non-binding. The voting results were as follows:
For (% of shares voted) |
Against (% of shares voted) |
Abstained |
Broker Non-Votes |
26,130,153 (80.66%) |
6,263,619 (19.33%) |
176,216 |
9,401,390 |
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. The voting results were as follows:
For (% of shares voted) |
Against (% of shares voted) |
Abstained |
Broker Non-Votes |
40,640,645 (96.90%) |
1,299,865 (3.09%) |
30,868 |
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Proposal 4: Approval of the Amended and Restated MBIA Inc. Omnibus Incentive Plan. The voting results were as follows:
For (% of shares voted) |
Against (% of shares voted) |
Abstained |
Broker Non-Votes |
29,655,946 (91.57%) |
2,727,570 (8.42%) |
186,472 |
9,401,390 |
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.
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MBIA INC. |
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Date: |
May 7, 2024 |
By: |
/s/ William J. Rizzo |
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William J. Rizzo |