MGIC Investment Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Property-Casualty Insurers
Finance
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
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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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
Our Annual Meeting of Shareholders was held April 24, 2025. At that meeting, shareholders took the following actions with respect to the proposals described in our 2025 Proxy Statement:
1. The following directors were elected:
| For | Withheld | Broker Non-Votes | |||||||||||||||
| Analisa M. Allen | 218,221,855 | 440,339 | 10,823,564 | ||||||||||||||
| C. Edward Chaplin | 216,264,728 | 2,397,466 | 10,823,564 | ||||||||||||||
| Curt S. Culver | 215,409,917 | 3,252,277 | 10,823,564 | ||||||||||||||
| Jay C. Hartzell | 218,248,074 | 414,120 | 10,823,564 | ||||||||||||||
| Jodeen A. Kozlak | 216,976,574 | 1,685,620 | 10,823,564 | ||||||||||||||
| Teresita M. Lowman | 218,222,898 | 439,296 | 10,823,564 | ||||||||||||||
| Timothy J. Mattke | 217,355,317 | 1,306,877 | 10,823,564 | ||||||||||||||
| Sheryl L. Sculley | 218,221,725 | 440,469 | 10,823,564 | ||||||||||||||
| Michael L. Thompson | 217,925,426 | 736,768 | 10,823,564 | ||||||||||||||
| Mark M. Zandi | 214,619,008 | 4,043,186 | 10,823,564 | ||||||||||||||
2. The compensation of our named executive officers for 2024 was approved, on an advisory basis, by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 216,768,904 | 1,663,435 | 229,855 | 10,823,564 | |||||||||||||||||
3. Our 2025 Omnibus Incentive Plan was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 207,064,923 | 11,442,374 | 154,897 | 10,823,564 | |||||||||||||||||
4. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025 was approved by the following vote:
| For | Against | Abstain | ||||||||||||
| 220,300,571 | 9,043,504 | 141,683 | ||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
| MGIC INVESTMENT CORPORATION | ||||||||
| Date: | April 25, 2025 | By: \s\ Paula C. Maggio | ||||||
| Paula C. Maggio | ||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||