Document

DEF 14A 1 a2021defproxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )


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MGIC Investment Corporation

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						March 26, 2021 Dear Shareholder: It is my pleasure to invite you to attend our Annual Meeting of Shareholders to be held at 10:00 a.m. Central time on Thursday, April 29, 2021. Traditionally, our Annual Meeting has been held at our headquarters in Milwaukee, Wisconsin. However, this year our Annual Meeting will be held entirely online via webcast to support the health and well-being of our shareholders, directors, employees and guests amidst the continuing public health impact of the COVID-19 pandemic. Please see the Notice of Annual Meeting and Proxy Statement for more information about how to attend and participate in this year’s Annual Meeting online. The items of business at our meeting will be: •election of thirteen directors, •an advisory vote to approve our executive compensation, •ratification of PricewaterhouseCoopers LLP's appointment as our independent registered public accounting firm for 2021, and •any other matters that properly come before the meeting.
MGIC Investment Corporation

Notice of 2021 Annual Meeting and Proxy Statement
2020 Annual Report to Shareholders						Your vote is important. Even if you plan to attend the meeting, we encourage you to vote as soon as possible. You may vote by telephone, online or by mail. Please read our Proxy Statement for more information about our meeting and the voting process.

						Timothy J. Mattke Chief Executive Officer

IMPORTANT VOTING INFORMATION

If you hold your shares in “street name,” meaning your shares are held in a stock brokerage account or by a bank or other nominee, you will have received a voting instruction form from that nominee containing instructions that you must follow in order for your shares to be voted. If you do not provide your voting instructions, your nominee can vote on your behalf only on the matter considered to be routine, which is the ratification of the appointment of our independent registered public accounting firm.

The election of directors and advisory vote to approve our executive compensation are NOT considered routine. Your nominee is not permitted to vote on your behalf on such matters unless you provide specific instructions by following the instructions from your nominee about voting your shares. For your vote to be counted on such matters, you will need to communicate your voting decisions to your broker, bank or other nominee before the date of the Annual Meeting or during the Annual Meeting.

Your Participation in Voting the Shares You Own is Important

Voting your shares is important to ensure that you have a say in the governance of MGIC Investment Corporation. Please review the proxy materials and follow the relevant instructions to vote your shares. We hope you will exercise your rights and fully participate as a shareholder in MGIC Investment Corporation.

More Information is Available

If you have any questions about the proxy voting process, please contact the broker, bank or other nominee through which you hold your shares. The Securities and Exchange Commission (SEC) also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about voting at annual meetings. Additionally, you may contact our Investor Relations personnel at (414) 347-6596.


			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2021
			Our Proxy Statement and 2020 Annual Report to Shareholders are available at https://materials.proxyvote.com/552848. Your vote is very important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote your shares via telephone, online, or by completing, signing, dating and returning your proxy card or voting instruction form in the pre-addressed envelope provided. No postage is required if your proxy card or voting instruction form is mailed in the United States. If you attend the meeting and are a holder of record entitled to vote, you may vote in person, even if you have previously voted by telephone, online or by mailing your proxy card. If you hold your shares through our profit-sharing and savings plan or through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.

MGIC INVESTMENT CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

The Annual Meeting of Shareholders of MGIC Investment Corporation will be held on April 29, 2021, at 10:00 a.m. Central time, via webcast at www.virtualshareholdermeeting.com/MTG2021.

The items of business at the meeting will be:

(1) Election of the thirteen directors named in the Proxy Statement, each for a term ending at the Annual Meeting in 2022;

(2) An advisory vote to approve our executive compensation;

(3) Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021; and

(4) Any other matters that properly come before the meeting.

The Board of Directors has fixed March 12, 2021, at the close of business, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment of the meeting.


			By Order of the Board of Directors

			Paula C. Maggio, Secretary
			March 26, 2021


YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY VOTE VIA TELEPHONE, ONLINE OR BY COMPLETING, SIGNING, DATING AND RETURNING YOUR PROXY CARD OR VOTING INSTRUCTION FORM. OUR PROXY STATEMENT AND 2020 ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT HTTPS://MATERIALS.PROXYVOTE.COM/552848.

TABLE OF CONTENTS


Proxy Summary		1
Proxy Statement		6
About the Meeting and Proxy Materials		6
Stock Ownership		10
Corporate Governance and Board Matters		12
Committee Membership and Meetings		16
Nominees for Director		20
Item 1 – Election of Directors		27
Compensation of Directors		28
Item 2 – Advisory Vote to Approve Our Executive Compensation		31
Compensation Discussion and Analysis		32
	Executive Summary	33
	Key Takeaways	33
	Shareholder Outreach and Consideration of Last Year’s “Say on Pay” Vote	35
	Compensation-Related Corporate Governance Policies and Best Practices	35
	Objectives of our Executive Compensation Program	37
	How We Make Compensation Decisions	38
	Benchmarking	39
	Components of our Executive Compensation Program	41
	Other Aspects of our Executive Compensation Program	49
	Compensation Committee Report	52
Compensation and Related Tables		53
	Summary Compensation Table	53
	2020 Grants of Plan-Based Awards	55
	Outstanding Equity Awards at 2020 Fiscal Year-End	56
	2020 Stock Vested	57
	Pension Benefits at 2020 Fiscal Year-End	58
	Potential Payments Upon Termination or Change-in-Control	60
	Change in Control Agreements and Severance Pay	61
	2020 CEO Pay Ratio	63
Other Matters		63
	Related Person Transactions	63
	Delinquent Section 16(a) Reports	64
Report of the Audit Committee		65
Item 3 – Ratification of Appointment of Independent Registered Public Accounting Firm		66
Householding		67
Appendix A – Glossary of Terms and Acronyms		Appendix A - 1
Appendix B – Explanation and Reconciliation of Non-GAAP Financial Measures		Appendix B - 1

PROXY SUMMARY

This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information you should consider. Please review the Company’s complete Proxy Statement before voting. Please refer to our Glossary of Terms and Acronyms in Appendix A to this Proxy Statement for definitions of certain capitalized terms.

VOTING MATTERS AND BOARD RECOMMENDATIONS


Proposal	Voting Matter	More Information	Board Vote Recommendation
1	Election of Thirteen Director Nominees	Page 27	FOR each Director Nominee
2	Advisory Vote on Executive Compensation	Page 31	FOR
3	Ratification of Independent Registered Public Accounting Firm	Page 66	FOR

OUR 2020 BUSINESS STRATEGIES AND HIGHLIGHTS

Through our subsidiary, Mortgage Guaranty Insurance Corporation (MGIC), we are a leading provider of mortgage insurance to lenders throughout the United States and to Fannie Mae and Freddie Mac (the GSEs). Our 2020 business strategies were to 1) prudently grow insurance in force, 2) pursue new business opportunities that improve our competitive position in the market, 3) preserve and expand our role and that of the private mortgage insurance industry in housing finance policy, 4) manage and deploy capital to maximize our long-term value and 5) foster an environment that best positions our people to succeed. As we discuss in the Compensation Discussion & Analysis section of this Proxy Statement, the compensation of our NEOs is directly tied to our financial performance and performance against these business strategies.

We began 2020 with favorable conditions in the mortgage insurance industry and in the first quarter, our financial results were only moderately impacted by the economic effects of the COVID-19 pandemic. By the end of the second quarter, however, the increase in unemployment and economic uncertainty resulting from COVID-19 and initiatives to curb its transmission, negatively impacted our business as we significantly increased our reserves for losses associated with an increased number of mortgage delinquencies. Although we saw improvement in the second half of 2020, we ended the year with financial results below 2019. A full discussion of our results appears in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K.

In 2020, we earned net income of $446.1 million on revenues of $1.2 billion. As shown by the metrics below, our new insurance written and insurance in force grew substantially in 2020, while our adjusted net operating income per diluted share was significantly impacted by the COVID-19 pandemic. These metrics, among others, were considered when determining the 2020 bonuses of our NEOs and/or our success in advancing our business strategies.

MGIC Investment Corporation – 2021 Proxy Statement │ 1

PROXY SUMMARY


New Insurance Written (NIW) (billions)(1)	Insurance in Force (IIF) (billions)(2)	Adjusted Net Operating Income per Diluted Share(3)


(1)			Direct NIW (before the effects of reinsurance).
(2)			Direct primary IIF (before the effects of reinsurance), which is an important driver of our future premiums.
(3)			This is a non-GAAP measure of performance. For a description of how we calculate this measure and for a reconciliation of this measure to its nearest comparable GAAP measure, see Appendix B to this Proxy Statement.

Although we were not able to achieve all of our financial targets as a result of COVID-19, we continued to perform well relative to our business strategies, including those listed below.


Business Strategy		Results
Capital Position - Manage and deploy capital to maximize our long-term value.	»	Expanded our reinsurance program by securing quota share reinsurance coverage on NIW through 2021, and by executing a $413 million insurance-linked note transaction, providing excess-of-loss reinsurance coverage on the majority of our January–July 2020 NIW. These transactions allow us to better manage our risk profile and they provide an alternative source of capital. Paid $390 million of dividends of cash and investments from MGIC to our holding company, before temporarily suspending dividends from MGIC as a result of the COVID-19 pandemic. Continued to pay dividends to holders of our common stock, despite the COVID-19 pandemic. Returned approximately $120 million to shareholders by repurchasing 9.6 million shares of our stock, before we temporarily suspended our stock repurchase program as a result of the economic uncertainty caused by the COVID-19 pandemic. Issued $650 million aggregate principal amount of 5.25% Notes due in 2028, using a portion of the proceeds to repurchase $183 million of our 5.75% Notes due in 2023 and $48 million of our 9% Debentures due in 2063. These capital actions increased our liquidity and improved our debt maturity profile.
Prudently Grow Insurance in Force	»	Increased primary NIW from $63.4 billion in 2019 to $112.1 billion in 2020 and increased primary IIF by more than 10.9% year-over-year. The NIW is consistent with the Company's risk and return goals. Continued to transform our business processes and to enhance our data and analytics capabilities.
Developing Co-Workers - Foster an environment that best positions our people to succeed.	»	Delivered diversity and inclusion workshops to all officers and co-hosted several diversity and inclusion events with our Employee Resource Group. Continued to focus on enhancing career developments, talent analytics and financial health capabilities for employees.

2 │ MGIC Investment Corporation – 2021 Proxy Statement

PROXY SUMMARY

COVID-19 RESPONSE

The accomplishments described above were all achieved despite managing through the effects of the COVID-19 pandemic. The Company's specific response to the COVID-19 pandemic included the following:

◦We transitioned 90%+ of our workforce to a remote work environment, in a year with record-breaking NIW and positioned employees to continue to succeed and provide continuing high service levels. Our focus was on ensuring employee safety, business continuity and legal compliance. We maintained and enhanced morale through extensive authentic communications, collaboration and an environment of support and trust.

◦We actively participated in discussions with the GSEs and the Federal Housing Finance Agency surrounding COVID-19, on matters including amendments to the Private Mortgage Insurer Eligibility Requirements of the GSEs (PMIERs) that provided mortgage insurers with PMIERs capital relief for loans in forbearance.

◦We effectively reacted to loan servicing and default issues related to COVID-19 including establishing data collection, monitoring and tracking of forbearance information that is instrumental in providing insight in a quickly evolving environment.

◦We established a temporary succession plan for each of our key executives.

◦We did not adjust the performance goals that determine our executive's cash bonuses or vesting of their long-term equity awards, despite the significant impact the COVID-19 pandemic had on our financial results.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

At MGIC, we take pride in knowing that what we do matters. We deliver a product that helps people get the keys to their own homes, opening the door to the economic and social benefits of sustainable homeownership. The benefits to society ripple outward, delivering educational stability, safer neighborhoods, higher civic engagement and even improved health markers. That central idea – the value we place on homes and the people in them – influences the way we approach our business and our responsibilities. It is evident in how we manage our accountabilities to all our stakeholders.

You can read more about our focus on and commitment to ESG initiatives in our Environmental, Social and Governance Report published on our website. We are not including the information contained in that report as a part of, or incorporating it by reference into, this Proxy Statement.

2021 BUSINESS STRATEGIES

As we look ahead to 2021, our business strategies are to 1) maximize the value we create through our mortgage credit enhancement activities, 2) differentiate ourselves through our customer experience, 3) establish a competitive advantage through our digital and analytical capabilities, 4) excel at acquiring, managing and distributing mortgage credit risk and the related capital, 5) maintain financial strength through economic cycles, and 6) foster an environment that embraces diversity and best positions our people to succeed.

MGIC Investment Corporation – 2021 Proxy Statement │ 3

PROXY SUMMARY

OUR BOARD NOMINEES

Name

Age(1)

Director Since

Primary Occupation

Independent

Committee
Memberships

Analisa M. Allen

2020

Former CIO of Data & Analytics and CIO for Home Lending Technology of JP Morgan Chase's consumer bank

• Audit
• Risk Management

Daniel A. Arrigoni

2013

Former President and CEO
of U.S. Bank Home Mortgage Corp.

• Audit
• Risk Management

C. Edward Chaplin

2014

Corporate Director; Former President and CFO of MBIA Inc.

• Risk Management
• Securities Investment

Curt S. Culver

1999

Chairman of the Board of MGIC;
Former CEO of MGIC Investment Corp.

• Executive

Jay C. Hartzell ª

2019

President of the University of Texas at Austin

• Audit
• Risk Management

Timothy A. Holt

2012

Corporate Director; Former SVP and Chief Investment Officer of Aetna, Inc.

• MDNG *
• Securities Inv. (C)

Jodeen A. Kozlak

2018

Founder and CEO of Kozlak Capital Partners, LLC; Former Global SVP of Human Resources of Alibaba Group

• MDNG *
• Securities Investment

Michael E. Lehman ª

2001

Lead Independent Director of MGIC;
Interim Chief Operating Officer of the Wisconsin School of Business; Former EVP and CFO of Sun Microsystems, Inc.

• Audit
• Executive
• MDNG * (C)

Melissa B. Lora ª

2018

Corporate Director; Former President of Taco Bell International

• Audit
• MDNG*

Timothy J. Mattke

2019

CEO of MGIC Investment Corp.

• Executive (C)

Gary A. Poliner

2013

Corporate Director; Former President of The Northwestern Mutual Life Insurance Company

• Audit (C)
• Risk Management
• Securities Investment

Sheryl L. Sculley ª

2019

Corporate Director; Former City Manager of the City of San Antonio, Texas

• Audit
• Securities Investment

Mark M. Zandi

2010

Chief Economist of Moody's
Analytics, Inc.

• Risk Management (C)

Audit Committee Financial Expert

Management Development, Nominating and Governance Committee

Committee Chair

(1)

As of March 12, 2021

4 │ MGIC Investment Corporation – 2021 Proxy Statement

PROXY SUMMARY

COMPENSATION HIGHLIGHTS

Pay Mix. At-risk performance-based compensation represented a significant majority of our NEOs' 2020 total direct compensation (TDC).


CEO 2020 Pay Mix (% of TDC) At-Risk Performance-Based Pay: 83.4%			Other NEOs' 2020 Pay Mix (% of TDC) Average At-Risk Performance-Based Pay: 79.1%

Long-Term Equity Incentives. To align our long-term equity awards with the interests of shareholders, 100% of the long-term equity awards granted in January 2020 to our NEOs are performance-based and cliff vest after three years based on achievement of a three-year cumulative adjusted book value (ABV) per share growth goal.

Performance-Based Bonus. Our bonus program is designed to strongly align pay delivery with our performance. In 2020, bonus payouts of 60.1% of maximum reflected our achievement against two financial performance goals (return on equity and new insurance written), and performance against three specific business objectives.

Best Practices. Our compensation program is grounded in best practices, which include strong stock ownership guidelines for NEOs, no hedging or pledging of our stock, a long-standing “clawback” policy, limited change in control benefits (with no tax gross-ups) and very modest perquisites.

MGIC Investment Corporation – 2021 Proxy Statement │ 5


			MGIC Investment Corporation P.O. Box 488 MGIC Plaza, 270 East Kilbourn Avenue Milwaukee, WI 53201

PROXY STATEMENT

Our Board of Directors is soliciting proxies for the Annual Meeting of Shareholders to be held Thursday, April 29, 2021 at 10:00 a.m. Central time, via webcast at www.virtualshareholdermeeting.com/MTG2021, and at any postponement or adjournment of the meeting. In this Proxy Statement we sometimes refer to MGIC Investment Corporation as “the Company,” “we” or “us.” This Proxy Statement and the enclosed form of proxy are being mailed to shareholders beginning on March 26, 2021. If you have any questions about attending our Annual Meeting, you can call our Investor Relations personnel at (414) 347-6596.

ABOUT THE MEETING AND PROXY MATERIALS

What is the purpose of the Annual Meeting?

At our Annual Meeting, shareholders will act on the matters outlined in our Notice of Annual Meeting preceding the Table of Contents, including election of the thirteen directors named in the Proxy Statement, an advisory vote to approve our executive compensation, ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021, and any other matters that properly come before the meeting.

Where will the meeting be held?

The 2021 Annual Meeting will be held entirely online via webcast to support the health and well-being of our shareholders, directors, employees and guests amidst the continuing public health impact of the COVID-19 pandemic. While you will not be able to attend the meeting at a physical location, we are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the virtual annual meeting. We are excited to embrace the latest technology to provide expanded access, allowing shareholders to participate from any location, at no cost to them.

How do I attend the meeting?

There will be no physical location for the 2021 Annual Meeting. To attend the virtual meeting, please visit www.virtualshareholdermeeting.com/MTG2021. Online access for the meeting will begin at 9:30 a.m. Central time on April 29, 2021. The virtual meeting will begin promptly at 10:00 a.m. Central time on April 29, 2021. To participate in the meeting, you will need to enter the 16-digit control number that appears on your voting instruction form or proxy card, or follow the other instructions provided on the voting instruction form for attending the meeting.

How do I submit questions for the meeting?

During the meeting, shareholders may ask questions by visiting www.virtualshareholdermeeting.com/MTG2021, entering their control number as described above, and clicking the “Q&A” button once in the meeting. We intend to answer all questions submitted that are pertinent to the business of the meeting, as time permits and in accordance with our meeting procedures.

6 │ MGIC Investment Corporation – 2021 Proxy Statement

ABOUT THE MEETING AND PROXY MATERIALS

What if I experience technical difficulties entering the meeting?

Online access to the virtual meeting will open at 9:30 a.m. Central time, 30 minutes prior to the start of the meeting, to allow time for you to log in and test your computer audio system. We encourage you to access the meeting prior to the start time. A technical support telephone number will be available on the registration page at www.virtualshareholdermeeting.com/MTG2021.

Who is entitled to vote at the meeting?

Only shareholders of record at the close of business on March 12, 2021, the record date for the meeting, are entitled to receive notice of and to participate in the Annual Meeting. For each share of Common Stock for which you were shareholder of record on that date, you are entitled to one vote on each matter considered at the meeting. On the record date, 339,248,595 shares of Common Stock were entitled to vote.

What is a proxy?

A proxy is another person you legally designate to vote your shares. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card.

How do I vote my shares?

“Street Name” Holders: If you hold your shares in “street name,” meaning your shares are held in a stock brokerage account or by a bank or other nominee, your broker, bank or nominee has enclosed or provided a voting instruction form for you to use to direct the broker, bank or nominee how to vote your shares. Some of these institutions offer telephone and online voting. If you attend the meeting, you may withdraw your proxy and vote your shares at the meeting.

Shareholders of Record: If you are a shareholder of record, meaning your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, our stock transfer agent, you may vote your shares in one of three ways:

•By Telephone — Call toll-free 1-800-690-6903 and follow the instructions. Have your proxy card available when you call.

•Online — Access www.proxyvote.com and follow the on-screen instructions. Have your proxy card available when you access the web page.

•By Mail — You may submit a proxy by completing, signing and dating your proxy card and mailing it in the accompanying pre-addressed envelope.

If you attend the Annual Meeting, you may withdraw your proxy and vote your shares at the meeting.

MGIC Investment Corporation – 2021 Proxy Statement │ 7

ABOUT THE MEETING AND PROXY MATERIALS

Participants in our Profit Sharing and Savings Plan: If you hold shares as a participant in our Profit Sharing and Savings Plan, you may instruct the plan trustee how to vote those shares in any one of three ways:

•By Telephone — Call toll-free 1-800-690-6903 and follow the instructions. Have your proxy card available when you call.

•Online — Access www.proxyvote.com and follow the on-screen instructions. Have your proxy card available when you access the web page.

•By Mail — You may submit a proxy by completing, signing and dating your proxy card and mailing it in the accompanying pre-addressed envelope.

The plan trustee will vote shares held in your account in accordance with your instructions and the plan terms. The plan trustee will only vote the shares for you if your instructions are received at least three business days before the Annual Meeting date.

Please contact our Investor Relations personnel at (414) 347-6596 if you would like information about attending the Annual Meeting and voting in the meeting.

Can I change my vote after I return my proxy card?

Yes. If you are a shareholder of record, you can revoke your proxy by advising our corporate Secretary in a writing that is received by her at any time before your shares are voted, by granting a new proxy with a later date, or by voting in person at the meeting. If your shares are held in street name by a broker, bank or nominee, or in our Profit Sharing and Savings Plan, you must follow the instructions of the broker, bank, nominee or plan trustee on how to change your vote.

If you are a shareholder of record or your shares are held in street name by a broker, bank or nominee, and if you attend the Annual Meeting, you may withdraw your proxy and vote your shares at the meeting.

How are the votes counted?

A quorum is necessary to hold the meeting and will exist if a majority of the 339,248,595 shares of Common Stock entitled to vote as of the record date are represented, in person or by proxy, at the meeting. Votes cast by proxy or in person at the meeting will be counted by Broadridge Financial Solutions, Inc., which has been appointed by our Board to act as inspector of election for the meeting. All shares voted by proxy are counted as present for purposes of establishing a quorum, including those that abstain or as to which the proxies contain “broker non-votes” as to one or more items.

“Broker non-votes” occur when a broker or other nominee does not vote on a particular matter because the broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and has not received such instructions. Broker non-votes will not be counted as votes for or against any matter. Brokers and other nominees have discretionary authority to vote shares without instructions from the beneficial owner of the shares only for matters considered routine. For the 2021 Annual Meeting, nominees will only have discretionary authority to vote shares on the ratification of the appointment of the independent registered public accounting firm without instructions from the beneficial owner.

8 │ MGIC Investment Corporation – 2021 Proxy Statement

ABOUT THE MEETING AND PROXY MATERIALS

What are the Board’s recommendations?

Our Board of Directors recommends a vote FOR all of the nominees for director (Item 1), FOR approval of our executive compensation (Item 2), and FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021 (Item 3).

If you sign and return a proxy card or voting instruction form without specifying how you want your shares voted, the named proxies will vote your shares in accordance with the recommendations of the Board for all Items and in their best judgment on any other matters that properly come before the meeting.

Will any other items be acted upon at the Annual Meeting?

The Board does not know of any other business to be presented at the Annual Meeting. No shareholder proposals will be presented at this year’s Annual Meeting.

What are the deadlines for submission of shareholder proposals, or for nominating or recommending a director candidate for nomination, for the next Annual Meeting?

Shareholders may submit proposals on matters appropriate for shareholder action at future Annual Meetings by following the SEC’s rules. Proposals intended for inclusion in next year’s proxy materials must be received by our Secretary no later than November 26, 2021. Additionally, shareholders may recommend a director candidate for consideration by the Management Development, Nominating and Governance Committee by submitting background information about the candidate, a description of his or her qualifications and the candidate’s consent to being recommended as a candidate. If the candidate is to be considered for nomination at the next annual shareholder meeting, the submission must be received by our Corporate Secretary in writing no later than November 26, 2021

Under our Amended and Restated Bylaws (Bylaws), a shareholder who wants to bring business before the Annual Meeting that has not been included in the proxy materials for the meeting, or who wants to nominate directors at the meeting, must be eligible to vote at the meeting and give written notice of the proposal to our corporate Secretary in accordance with the procedures contained in our Bylaws. For the 2022 Annual Meeting, the notice must be received by the Secretary no later than February 9, 2022, and no earlier than January 15, 2022. The notice must describe the proposal and why it should be approved, identify any material interest of the shareholder in the matter, and include other information required by our Bylaws.

Who pays to prepare, mail and solicit the proxies?

We will pay the cost of soliciting proxies. In addition to soliciting proxies by mail, our employees may solicit proxies by telephone, email, facsimile or personal interview. We have also engaged D.F. King & Co., Inc. to provide proxy solicitation services for a fee of $14,000, plus expenses such as charges by brokers, banks and other nominees to forward proxy materials to the beneficial owners of our Common Stock.

MGIC Investment Corporation – 2021 Proxy Statement │ 9

STOCK OWNERSHIP

The following table shows the amount of our Common Stock held by persons who were beneficial owners of more than 5% of our shares as of December 31, 2020, based on information filed with the SEC. The "Percent of Class" reflects the percentage of our Common Stock outstanding as of March 12, 2021 represented by such shares.


Name	Shares Beneficially Owned	Percent of Class
The Vanguard Group, Inc.(1) 100 Vanguard Boulevard, Malvern, PA 19355	34,220,006	10.1%
BlackRock, Inc.(2) 55 East 52nd Street, New York, NY 10055	30,368,321	9.0%
Wellington Management Group LLP(3) 280 Congress Street, Boston, MA 02210	27,899,145	8.2%
FMR LLC(4) 245 Summer Street, Boston, MA 02210	22,642,235	6.7%
The Goldman Sachs Group, Inc.(5) 200 West Street, New York, NY 10282	19,446,216	5.7%

(1) The Vanguard Group, Inc. reported ownership as of December 31, 2020, on behalf of itself and certain subsidiaries. It reported that it had sole dispositive power for 33,703,637 shares and shared dispositive power for 516,369 shares. It further reported that it had sole voting power for no shares and shared voting power for 231,120 shares.

(2) BlackRock, Inc. reported ownership as of December 31, 2020, on behalf of itself and certain subsidiaries. It reported that it had sole dispositive power for 30,368,321 shares and shared dispositive power for no shares. It further reported that it had sole voting power for 28,281,139 shares and shared voting power for no shares.

(3) Wellington Management Group LLP reported ownership as of December 31, 2020, on behalf of itself and certain subsidiaries. It reported that it had shared dispositive power for 27,899,145 shares and sole dispositive power for no shares. It further reported that it had shared voting power for 25,633,297 shares and sole voting power for no shares.

(4) FMR LLC reported ownership as of December 31, 2020 on behalf of itself and certain subsidiaries. It reported that it had sole dispositive power for 22,642,235 shares and shared dispositive power for no shares. It further reported that it had sole voting power for 5,362,098 shares and shared voting power for no shares.

(5) The Goldman Sachs Group, Inc. reported ownership as of December 31, 2020 on behalf of itself and certain subsidiaries. It reported that it had sole dispositive power for no shares and shared dispositive power for 19,446,216 shares. It further reported that it had sole voting power for no shares and shared voting power for 19,446,061 shares.

The following table shows the amount of our Common Stock beneficially owned by each of our directors, director nominees and NEOs, and by all directors and executive officers as a group, as of March 12, 2021. Unless otherwise noted, the persons listed in the table have sole voting and investment power over their shares.

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STOCK OWNERSHIP


Name of Beneficial Owner	Common Stock Owned Directly(1)	Common Stock Owned Indirectly(2)	Restricted Stock and Common Stock Underlying RSUs(3)	Total Number of Shares Beneficially Owned	Director Deferred Stock Units / Additional Underlying Units	Total Shares Beneficially Owned Plus Underlying Units
Analisa M. Allen	—	—	—	—	12,051(4)	12,051
Daniel A. Arrigoni	—	25,000	—	25,000	8,025(4)	33,025
C. Edward Chaplin	10,000	—	—	10,000	52,376(4)	62,376
Curt S. Culver	11,504	1,238,818	—	1,250,322	8,025(4)	1,258,347
Jay C. Hartzell	—	—	—	—	17,482(4)	17,482
Timothy A. Holt	20,000	—	—	20,000	85,009(4)	105,009
Kenneth M. Jastrow, II	1,146	—	8,733	9,879	62,115(4)	71,994
Jodeen A. Kozlak	5,000	—	—	5,000	21,808(4)	26,808
Michael E. Lehman	34,939	—	3,050	37,989	9,459(4)	47,448
Melissa B. Lora	—	—	—	—	31,027(4)	31,027
Gary A. Poliner	—	—	—	—	133,446(4)	133,446
Sheryl L. Sculley	—	—	—	—	17,482(4)	17,482
Mark M. Zandi	—	—	—	—	51,097(4)	51,097
Timothy M. Mattke	382,616	910	—	383,526	783,011(5)	1,166,537
Salvatore A. Miosi	224,897	2,519	—	227,416	534,007(5)	761,423
Nathaniel H. Colson	6,698	—	—	6,698	210,344(5)	217,042
James J. Hughes	—	234,054	—	234,054	343,504(5)	577,558
Paula C. Maggio	7,424	—	—	7,424	312,672(5)	320,096
All Directors and Executive Officers as a Group (20 Persons)	759,947	1,501,301	11,783	2,273,031(6)	3,002,244	5,275,275

(1) Includes shares for which investment power is shared as follows: all directors and executive officers as a group — 43,862.

(2) Includes: (a) Shares held in our Profit Sharing and Savings Plan as follows: Mr. Mattke — 910; Mr. Miosi — 2,519; and all executive officers as a group — 3,429; (b) Shares held by a family trust affiliated with: Mr. Arrigoni — 25,000; Mr. Culver — 981,755; Mr. Hughes — 234,054; and all directors and executive officers as a group — 1,240,809; and (c) 257,063 shares held by a Foundation for which Mr. Culver has no pecuniary interest but shares voting and dispositive power.

(3) Includes: (a) 3,050 shares underlying RSUs that were issued to Mr. Lehman pursuant to our former RSU award program (See “Compensation of Directors — Former RSU Award Program” in our 2015 Proxy Statement filed with the SEC on March 24, 2015 (our 2015 Proxy Statement)) and could be settled in shares of Common Stock within 60 days of the record date. Mr. Lehman has neither voting nor investment power over the shares underlying these units; (b) 6,733 shares of restricted stock that Mr. Jastrow held under the Deposit Share Program for Non-Employee Directors under our 1991 and 2002 Stock Incentive Plans. Mr. Jastrow has sole voting power and no investment power over these shares; and (c) 2,000 shares held by Mr. Jastrow under our 1993 Restricted Stock Plan for Non-Employee Directors. (See “Compensation of Directors — Former Restricted Stock Plan” in our 2015 Proxy Statement). Mr. Jastrow has sole voting power and no investment power over these shares.

(4) Includes: (a) Share equivalents held under our Deferred Compensation Plan for Non-Employee Directors (See “Compensation of Directors — Deferred Compensation Plan and Annual Grant of Share Units” below) over which the directors have neither voting nor investment power. For all directors as a group — 486,583; (b) 3,050 RSUs that were issued to Mr. Jastrow pursuant to our former RSU award program (See “Compensation of Directors — Former RSU Award Program” in our 2015 Proxy Statement). Mr. Jastrow has neither voting nor investment power over the shares underlying these units; and (c) 19,769 RSUs that are held by Mr. Jastrow under the Deposit Share Program for Non-Employee Directors under our 2002 Stock Incentive Plan (See “Compensation of Directors — Former Deposit Share Program” in our 2015 Proxy Statement). Mr. Jastrow has neither voting nor investment power over the shares underlying any of these units.

(5) Represents shares underlying stock-settled RSUs that cannot be settled in Common Stock within 60 days of the record date. For all executive officers as a group — 2,492,842.

(6) As of March 12, 2021, no individual director or executive officer beneficially owned more than 1% of the Common Stock outstanding, and all directors and executive officers as a group beneficially owned less than 1% of the shares of Common Stock outstanding.

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CORPORATE GOVERNANCE AND BOARD MATTERS

The Board of Directors oversees the management of the Company and our business. The Board selects our CEO and, in conjunction with our CEO, selects the rest of our senior management team, which is responsible for operating our business.

Corporate Governance Guidelines and Code of Business Conduct

The Board has adopted Corporate Governance Guidelines, which set forth a framework for our governance. The Guidelines cover the Board’s composition, leadership, meeting process, director independence, Board membership criteria, committee structure, succession planning and director compensation. Among other things, the Board meets in executive session outside the presence of any member of our management after at least two Board meetings annually at which directors are present in person and at any additional times determined by the Board or the Lead Director. Mr. Lehman presides at these sessions and has served as the Board’s Lead Director since July 2020, when he succeeded Mr. Jastrow who had held that position since it was established in 2009. See “ — Board Leadership” for information about the Lead Director’s responsibilities and authority. The Corporate Governance Guidelines provide that a director shall not be nominated by the Board for re‑election if at the date of the Annual Meeting of Shareholders, the director is age 74 or more. The Corporate Governance Guidelines also provide that a director who retires from his or her principal employment or joins a new employer shall offer to resign from the Board. Unless the Board determines that a Chief Executive Officer who is Chairman of the Board should continue as Chairman of the Board after his or her tenure as Chief Executive Officer, a director who is an officer of the Company or a subsidiary and leaves the Company shall resign from the Board. In 2014, the Board determined that Mr. Culver should become non-executive Chairman of the Board upon retirement from his position as Chief Executive Officer in 2015.

We have a Code of Business Conduct emphasizing our commitment to conducting our business in accordance with legal requirements and high ethical standards. The Code applies to all employees, including our executive officers, and specified portions are applicable to our directors. Certain portions of the Code that apply to transactions with our executive officers, directors, and their immediate family members are described under “Other Matters – Related Person Transactions” below. These descriptions are subject to the actual terms of the Code.

Our Corporate Governance Guidelines and our Code of Business Conduct are available on our website (http://mtg.mgic.com) under the “Leadership & Governance; Documents” links. Written copies of these documents are available to any shareholder who submits a written request to our Secretary. We intend to disclose on our website any waivers from, or amendments to, our Code of Business Conduct that are subject to disclosure under applicable rules and regulations.

Director Independence

Our Corporate Governance Guidelines regarding director independence provide that a director is not independent if the director has any specified disqualifying relationship with us. The disqualifying relationships are equivalent to those of the independence rules of the New York Stock Exchange (NYSE), except that our disqualification for board interlocks is more stringent than under the NYSE rules. Also, for a director to be independent under the Guidelines, the director may not have any material relationship with us. For purposes of determining whether a disqualifying or material relationship exists, we consider relationships with MGIC Investment Corporation and its consolidated subsidiaries.

The Board has determined that all of our directors except for Mr. Culver, our former CEO, and Mr. Mattke, our current CEO, are independent under the Guidelines and the NYSE rules. The Board made its independence determinations by considering whether any disqualifying relationships existed during the periods specified under the Guidelines and the NYSE rules. To determine that there were no material relationships, the Board applied categorical standards that it had adopted and incorporated into our Corporate Governance Guidelines. All independent directors met these

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CORPORATE GOVERNANCE AND BOARD MATTERS

standards. Under these standards, a director is not independent if payments under transactions between us and a company of which the director is an executive officer or 10% or greater owner exceeded the greater of $1 million or 1% of the other company’s gross revenues. Payments made to and payments made by us are considered separately, and this quantitative threshold is applied to transactions that occurred in the three most recent fiscal years of the other company. Also under these standards, a director is not independent if during our last three fiscal years the director:

•was an executive officer of a charity to which we made contributions;

•was an executive officer or member of a law firm or investment banking firm providing services to us; or

•received any direct compensation from us other than as a director, or if during such period a member of the director’s immediate family received compensation from us.

In making its independence determinations, the Board considered payments we made to Moody’s Analytics (of which Dr. Zandi is an executive officer) for research and subscription services for Moody’s Economy.com and related publications, and payments to Moody’s Investors Service for credit rating services. These transactions were below the quantitative threshold contained in our Corporate Governance Guidelines and were entered into in the ordinary course of business by us, Moody’s Analytics and Moody’s Investors Service.

Board Leadership

Mr. Culver serves as non-executive Chairman of the Board and Mr. Lehman serves as Lead Director. Under this structure, the Chairman chairs Board meetings, where the Board discussion includes strategic and business issues. The Board believes that this approach makes sense at this time because Mr. Culver, as our former CEO, is very familiar with our business and strategic plans as reviewed by the Board. Mr. Culver has been with us since 1985, and served as Chief Executive Officer from 2000 until his retirement in 2015, when he became our non-executive Chairman of the Board.

Because the Board also believes that strong, independent Board leadership is a critical aspect of effective corporate governance, the Board maintains the position of Lead Director. The Lead Director is an independent director selected by the independent directors. The Lead Director’s responsibilities and authority include:

•presiding at all meetings of the Board at which the Chairman is not present;

•having the authority to call and lead executive sessions of directors without the presence of any director who is an officer (or if determined by the Board, a former officer) (the Board meets in executive session after at least two Board meetings each year);

•serving as a conduit between the CEO and the independent directors to the extent requested by the independent directors;

•serving as a conduit for the Board’s informational needs, including proposing topics for Board meeting agendas; and

•being available, if requested by major shareholders, for consultation and communication.

The Board believes that a leader intimately familiar with our business and strategic plans serving as Chairman, together with an experienced and engaged Lead Director, is the most appropriate leadership structure for the Board at this time. The Board periodically reviews the structure of the Board and the Board’s leadership.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board Leadership Transition

Mr. Jastrow held the position of Lead Director from 2009 until July 2020. In July 2020, the Board began a leadership transition, with the expectation that Mr. Jastrow would be retiring from the Board in April 2021. Considering Mr. Lehman's significant experience with our Board, having served as a member since 2001 and as Chairman of our Audit Committee since 2006, and his strong leadership, accounting, financial, human resources and cybersecurity experience, the Management Development, Nominating and Governance Committee recommended that he succeed Mr. Jastrow in the role of Lead Director. The independent directors unanimously accepted that recommendation. The change was effective immediately in order to provide for a transition period with Mr. Lehman serving in the role of Lead Director while Mr. Jastrow continued to serve as a director.

Communicating with the Board

Shareholders and other interested persons can communicate with members of the Board, non-management members of the Board as a group or the Lead Director, by sending a written communication to our Secretary, addressed to: MGIC Investment Corporation, Secretary, P.O. Box 488, Milwaukee, WI 53201. The Secretary will pass along any such communication, other than a solicitation for a product or service, to the Lead Director.

Director Selection

The Board believes that the Board, as a whole, should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee our business. In addition, the Board believes there are certain attributes every director should possess, as reflected in the Board’s membership criteria. Accordingly, the Board and the Management Development, Nominating and Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs.

The Management Development, Nominating and Governance Committee is responsible for developing Board membership criteria and recommending these criteria to the Board. The criteria, which are set forth in our Corporate Governance Guidelines, include an inquiring and independent mind, sound and considered judgment, high standards of ethical conduct and integrity, well-respected experience at senior levels of business, academia, government or other fields, ability to commit sufficient time and attention to Board activities, anticipated tenure on the Board, and whether an individual will enable the Board to continue to have a substantial majority of independent directors. In addition, the Management Development, Nominating and Governance Committee in conjunction with the Board periodically evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Board will find valuable in the future. The Management Development, Nominating and Governance Committee seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives and enable the Board to have access to a diverse body of talent and expertise relevant to our activities. The Committee’s and the Board’s evaluation of the Board’s composition enables the Board to consider the skills and experience it seeks in the Board as a whole, and in individual directors, as our needs evolve and change over time and to assess the effectiveness of the Board’s efforts at pursuing diversity. In identifying director candidates from time to time, the Management Development, Nominating and Governance Committee may establish specific skills and experience that it believes we should seek in order to constitute a balanced and effective board.

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CORPORATE GOVERNANCE AND BOARD MATTERS

The table below summarizes certain skills and experiences considered important by the Board, how those skills and experiences are relevant to the Company and its business strategies and how they are represented in the board members standing for election at the Annual Meeting of Shareholders.


Skills and Experience	Relevance to MGIC	Board Composition
Accounting	We operate in a complex financial and regulatory environment.
Chief Executive Officer	Experience at the highest level of an organization provides expertise that will foster participation in the development and implementation of the Company's business strategies.
Financial	Knowledge of finance or financial reporting and experience with debt and capital markets transactions is important to executing our business strategies.
Human Resources	As a financial services firm, human capital represents an important asset. Knowledge of human resources matters is important to executing our business strategies.
Insurance	Insurance industry experience provides understanding of our business and strategies.
Investments	We manage a large and long-term investment portfolio to support our obligations to pay future claims of our policyholders.
Public Company Executive Experience	As a complex, publicly-held company, practical insight into shareholder concerns and governance matters is important.
Regulatory / Public Affairs	Our business requires compliance with a variety of federal, state and GSE requirements, and involves relationships with various government and non-government organizations.
Housing Markets / Risk Management	A main component of our business involves taking and managing risk associated with the housing markets.
Technology / Cyber	We continue to undergo a business process transformation involving upgrades to our technology and to manage our cybersecurity risks.

We have continued to refresh and diversify our Board over the last five years as five new independent directors joined our Board, three directors did not stand for re-election, our new CEO joined the Board and our former CEO retired from the Board. Mr. Jastrow is not standing for re-election at our 2021 Annual Meeting due to the age-related retirement policy in our Corporate Governance Guidelines. As a result of the changes in our Board composition over the five-year period, our Board has increased its gender and racial diversity from 18% to 38%. The following charts reflect the tenure, ages and diversity of the board members standing for election at the Annual Meeting of Shareholders.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Gender Diversity

Racial Diversity

Tenure Diversity

Age Diversity

COMMITTEE MEMBERSHIP AND MEETINGS

The Board of Directors held six meetings during 2020. Each director standing for re-election at our 2021 Annual Meeting of Shareholders attended at least 75% of the meetings of the Board and committees of the Board on which he or she served. The Annual Meeting of Shareholders is scheduled in conjunction with a Board meeting and, as a result, directors are expected to attend the Annual Meeting. All of our directors serving on the Board at that time attended the 2020 Annual Meeting of Shareholders.

The Board has five standing committees: Audit; Management Development, Nominating and Governance; Risk Management; Securities Investment; and Executive. Information regarding these committees is provided below. Each of the Audit; Management Development, Nominating and Governance; Risk Management and Securities Investment Committees consists entirely of independent directors and the charters for those committees are available on our website (http://mtg.mgic.com) under the “Leadership & Governance; Documents” links. Written copies of these charters are available to any shareholder who submits a written request to our Secretary. The functions of the Executive Committee are established under our Bylaws and are described below.

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COMMITTEE MEMBERSHIP AND MEETINGS

Current committee membership and the number of 2020 committee meetings are set forth below.

Audit

Executive

Management Development, Nominating and Governance

Risk Management

Securities Investment

Analisa M. Allen

●

Daniel A. Arrigoni

●

C. Edward Chaplin

●

Curt S. Culver

●

Jay C. Hartzell

●

Timothy A. Holt

●

Kenneth M. Jastrow, II(1)

Jodeen A. Kozlak

●

Michael E. Lehman

●

Melissa B. Lora

●

Timothy J. Mattke

Gary A. Poliner

●

Sheryl L. Sculley

●

Mark M. Zandi

2020 Meetings

C = Chairman

(1) Mr. Jastrow is not standing for re-election at our 2021 Annual Meeting of Shareholders.

Audit Committee

The Audit Committee assists the oversight by the Board of Directors of the integrity of MGIC Investment Corporation’s financial statements; the effectiveness of its system of internal controls; the qualifications, independence and performance of its independent accountants; the performance of its internal audit function; and its compliance with legal, regulatory and non-financial GSE requirements. The Committee supports the Board’s role in overseeing the risks facing the Company, as described in more detail below under “Oversight of Risk and Environmental, Social and Governance (ESG) Matters.”

All members of the Audit Committee meet the heightened independence criteria that apply to Audit Committee members under SEC and NYSE rules. The Board has determined that Messrs. Hartzell and Lehman and Mses. Lora and Sculley are “audit committee financial experts” as defined in SEC rules.

Management Development, Nominating and Governance Committee

The Management Development, Nominating and Governance Committee is responsible for overseeing our executive compensation program, including approving corporate goals relating to compensation for our CEO, determining our CEO’s annual compensation, approving compensation for our other senior executives and making recommendations to the Board regarding incentive compensation plans and equity-based plans for the CEO and senior management. The Committee also evaluates the annual performance of the CEO, oversees the CEO succession planning process, and makes recommendations to the Board regarding the compensation of directors. The Committee may delegate its responsibilities to subcommittees of the Committee. All members of the Management Development, Nominating and Governance Committee meet the heightened independence criteria that apply to compensation committee members under SEC and NYSE rules.

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COMMITTEE MEMBERSHIP AND MEETINGS

The Committee has retained Frederic W. Cook & Co. (the Compensation Consultant), a nationally recognized executive compensation consulting firm, to advise it. The Committee retains the Compensation Consultant to, among other things, help it evaluate and oversee our executive compensation program and review the compensation of our directors. The scope of the Compensation Consultant’s services during 2020 is described under “Role of the Compensation Consultant” in our Compensation Discussion and Analysis below. In providing its services to the Committee, the Compensation Consultant regularly interacts with our senior management. The Compensation Consultant does not provide any services to us, other than the consulting services noted above. The Committee has assessed the independence of the Compensation Consultant pursuant to SEC and NYSE rules and concluded that its work for the Committee does not raise any conflict of interest.

The Committee makes recommendations to the Board to fill open director and committee member positions. In addition, the Committee reviews our Corporate Governance Guidelines and oversees the Board’s self-evaluation and director orientation processes. Finally, the Committee identifies new director candidates through recommendations from Committee members, other Board members and our executive officers, and will consider candidates who are recommended by shareholders.

Shareholders may recommend a director candidate for consideration by the Committee by using the process discussed under “About the Meeting and Proxy Materials” in response to the question “What are the deadlines for submission of shareholder proposals, or for nominating or recommending a director candidate for nomination, for the next Annual Meeting?”

The Committee evaluates new director candidates under the criteria described under “Director Selection” as well as other factors the Committee deems relevant, through background reviews, input from other members of the Board and our executive officers, and personal interviews with the candidates attended by at least the Committee Chair. The Committee will evaluate any director candidates recommended by shareholders using the same process and criteria that apply to candidates from other sources.

The Committee supports the Board’s role in overseeing the risks facing the Company, including organizational risks associated with human capital, as described in more detail below under “Oversight of Risk and Environmental, Social and Governance (ESG) Matters.”

Risk Management Committee

The Risk Management Committee assists the Board in overseeing the Company's enterprise risk management framework, including the Company's risk appetite on an enterprise-wide basis, and in overseeing certain key risks as described in more detail below under “Oversight of Risk and Environmental, Social and Governance (ESG) Matters.”

Securities Investment Committee

The Securities Investment Committee oversees management of our investment portfolio and the investment portfolios of the Company’s employee benefit plans by those persons (employees of the Company or external asset managers) who are managing such assets on a day-to-day basis. The Committee also makes recommendations to the Board with respect to our retirement benefit plans that are available to employees generally, capital management (other than external reinsurance), including repurchase of common stock and debt, and external funding. Finally, the Committee supports the Board’s role in overseeing the risks facing the Company, as described in more detail below under “Oversight of Risk and Environmental, Social and Governance (ESG) Matters.”

Executive Committee

The Executive Committee provides an alternative to convening a meeting of the entire Board should a matter arise between Board meetings that requires Board authorization. The Committee is established under our Bylaws and has

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COMMITTEE MEMBERSHIP AND MEETINGS

all authority that the Board may exercise with the exception of certain matters that under the Wisconsin Business Corporation Law are reserved to the Board itself.

Oversight of Risk and Environmental, Social and Governance (ESG) Matters

Management. Our senior management is charged with identifying and managing the risks facing our business and operations. The Company's Senior Management Oversight Committee (SMOC) serves as its primary risk management governance organization. The SMOC seeks to maintain an enterprise-wide view of risk, oversees the Company’s enterprise risk management framework, oversees the risks associated with strategic and business issues critical to the Company, monitors the Company’s risk profile across the set of identified key risks, and provides reporting to the Board's Risk Management Committee.

The Company's ESG Executive Council supports the Company's on-going commitment to environmental, health and safety, corporate social responsibility, corporate governance, sustainability, and other public policy matters relevant to the Company. In performing this general responsibility, the Council has discretion to: assist in setting the Company’s general strategy with respect to ESG matters; identify current and emerging ESG issues that may affect the Company’s business, strategy, operations, performance, or public image; make recommendations regarding policies, practices, procedures, or disclosures to address ESG matters; implement systems to monitor ESG matters when necessary; oversee the Company’s internal and external reporting and disclosures surrounding ESG matters; and advise on stockholder or stakeholder concerns regarding ESG matters. The ESG Executive Council will make regular reports to the SMOC and to the relevant Committee(s) of the Board of Directors of the Company.

Board of Directors. The Board of Directors is responsible for oversight of how our senior management addresses risks, including those associated with ESG matters, to the extent they are material. In this regard, the Board seeks to understand the material risks we face and to allocate, among the full Board and its committees, responsibilities for overseeing how management addresses the risks, including the risk management systems and processes that management uses for this purpose. Overseeing risk is an ongoing process. Accordingly, the Board periodically considers risk throughout the year and also with respect to specific proposed actions. The following four committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk and ESG oversight functions.

•The Management Development, Nominating and Governance Committee oversees corporate governance matters and operational risks related to human capital, which includes human capital management policies such as executive compensation; succession planning; recruitment, retention and development of management resources; and health and safety of employees.

•The Risk Management Committee assists the Board in overseeing the Company's enterprise risk management framework, including the Company's view of risk on an enterprise-wide basis, and in overseeing the following key Company risks: mortgage credit risk, including those risks associated with changing climatic conditions; capital risk related to the amount of capital required by the Private Mortgage Insurer Eligibility Requirements of Fannie Mae and Freddie Mac; reinsurer counterparty risk; model risk; macroeconomic business risk; and emerging risk.

•The Securities Investment Committee oversees risks related to our investment portfolio and capital management, which includes market risk; investment portfolio counterparty risk; capital risk related to our capital structure, access to capital and credit rating; and liquidity risk. Oversight of risks related to our investment portfolio may include consideration of ESG factors.

•The Audit Committee oversees our processes for assessing risks (other than risks overseen by other committees) and the effectiveness of our system of internal controls. In performing this function, the Audit Committee considers information from our independent registered public accounting firm and internal auditors, and discusses relevant issues with them and with management. In considering the system of internal controls, the Audit Committee reviews with management the Company’s disclosure controls and procedures relating to financial

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COMMITTEE MEMBERSHIP AND MEETINGS

reports made to the Securities and Exchange Commission and relating to ESG reports. The Audit Committee also assists the Board in overseeing compliance risk, cybersecurity risk and operational risk. In addition, the Audit Committee meets with the Chief Risk Officer and the Chairman of the Risk Management Committee to discuss and review in a general manner the Risk Management Committee's oversight of the Company's enterprise risk management framework.

We believe that our leadership structure, discussed in “Board Leadership” above, supports the risk oversight function of the Board. Our former CEO serves as Chairman of the Board and has a wealth of experience with the risks of our Company and industry. Our current CEO is a director who keeps the Board informed about the risks we face. In addition, independent directors chair the various committees involved with risk oversight and there is open communication between senior management and directors.

NOMINEES FOR DIRECTOR

For Term Ending at the Annual Meeting in 2022

Each nominee listed below is a director of the Company who, with the exception of Ms. Allen, was previously elected by the shareholders. Ms. Allen was introduced to the Board by an independent director, and was elected by the Board on October 29, 2020. In evaluating incumbent directors for renomination to the Board, the Management Development, Nominating and Governance Committee considered a variety of factors. These included the Board membership criteria described under “Director Selection” above and past performance on the Board based on any feedback from other Board members.

Information about our directors appears below. The biographical information is as of March 12, 2021, and for each director includes a discussion about the skills and qualifications that the Board views as supporting the director’s continued service on the Board.

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NOMINEES FOR DIRECTOR



	ANALISA M. ALLEN Director Since: 2020 Age: 61	Committees: Audit Committee; Risk Management Committee
Analisa M. Allen is an information technology consultant with the Gerson Lehrman Group. She is the former Chief Information Officer of Data & Analytics (2017-2019) and the former Chief Information Officer for Home Lending Technology (2015-2017), in each case for the consumer bank at JP Morgan Chase & Co. Ms. Allen has also held several leadership positions with Goldman Sachs & Co., a firm she served for a total of 24 years, where she was responsible for business planning and technical strategy, including as Managing Director, Co-Head of Global Operations Technology (2008-2015) and Managing Director, Global Regulatory, Risk and Control Head (2006-2013). Ms. Allen brings to the Board extensive information technology and leadership experience, including in highly regulated industries.


	DANIEL A. ARRIGONI Director Since: 2013 Age: 70	Committees: Audit Committee; Risk Management Committee
Daniel A. Arrigoni was President and Chief Executive Officer of U.S. Bank Home Mortgage Corp., one of the largest originators and servicers of home loans in the U.S., until his retirement in 2013. Prior to his retirement, Mr. Arrigoni also served as an Executive Vice President of U.S. Bank, N.A. Mr. Arrigoni led the mortgage company for U.S. Bank and its predecessor companies since 1996. Mr. Arrigoni has over 40 years of experience in the residential mortgage and banking industries. Mr. Arrigoni brings to the Board a broad understanding of the mortgage business and its regulatory environment, skill in assessing and managing credit risk, and significant finance experience, each gained from his many years of executive management in the residential mortgage and banking industries.

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NOMINEES FOR DIRECTOR



	C. EDWARD CHAPLIN Director Since: 2014 Age: 64	Committees: Risk Management Committee; Securities Investment Committee
C. Edward Chaplin was President and Chief Financial Officer at MBIA Inc., a provider of financial guarantee insurance and the largest municipal bond-only insurer, from 2008 until 2016, and remained with MBIA as Executive Vice President until his January 1, 2017 retirement. He joined MBIA in 2006 as its Chief Financial Officer, after having served as a member of its Board of Directors from 2003 until 2006. Prior to joining MBIA, Mr. Chaplin was Senior Vice President and Treasurer of Prudential Financial Inc., a firm he joined in 1983 and for which he held various senior management positions, including Regional Vice President of Prudential Mortgage Capital Company. Mr. Chaplin also serves on the Board of Brighthouse Financial, Inc., a provider of life insurance and annuity products in the U.S. Mr. Chaplin brings to the Board a deep understanding of the insurance and real estate industries, management and leadership skills, and financial expertise.


	CURT S. CULVER Chairman of the Board Director Since: 1999 Age: 68	Committees: Executive Committee
Curt S. Culver was our Chairman of the Board from 2005 until his retirement as our Chief Executive Officer in 2015. He has served as our non-executive Chairman of the Board since 2015. He was our Chief Executive Officer from 2000 and was the Chief Executive Officer of Mortgage Guaranty Insurance Corporation (MGIC) from 1999, in both cases until his retirement, and he held senior executive positions with us and MGIC for more than five years before he became Chief Executive Officer. He is also a director of Wisconsin Energy Corporation and its subsidiary Wisconsin Electric Power Company. Mr. Culver brings to the Board extensive knowledge of our business and operations and a long-term perspective on our strategy.

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NOMINEES FOR DIRECTOR



	JAY C. HARTZELL Director Since: 2019 Age: 51	Committees: Audit Committee; Risk Management Committee
Jay C. Hartzell is President of the University of Texas at Austin. Prior to being named President of the University in 2020, he was Dean of its McCombs School of Business, a position he held since 2016. He joined the University of Texas in 2001 and held several key administrative roles at the McCombs School before being named Dean, including Senior Associate Dean for Academic Affairs, Chair of the Finance Department, and Executive Director of the School’s Real Estate Finance and Investment Center. Prior to joining the University of Texas, Dr. Hartzell taught at the Stern School of Business at New York University. As a senior university administrator and an experienced academic, Dr. Hartzell provides our Board with expertise on business organization, governance, real estate finance and corporate finance matters.


	TIMOTHY A. HOLT Director Since: 2012 Age: 67	Committees: Management Development, Nominating & Governance Committee; Securities Investment Committee (Chair)
Timothy A. Holt was an executive committee member and Senior Vice President and Chief Investment Officer of Aetna, Inc., a diversified health care benefits company, when he retired in 2008 after 30 years of service. From 2004 through 2007, he also served as Chief Enterprise Risk Officer of Aetna. Prior to being named Chief Investment Officer in 1997, Mr. Holt held various senior management positions with Aetna, including Chief Financial Officer of Aetna Retirement Services and Vice President, Finance and Treasurer of Aetna. Mr. Holt also serves as non-executive Chairman of the Board of Virtus Investment Partners, Inc. From January 2014 to February 2017, he served as a director of StanCorp Financial Group, Inc., which was a publicly-traded insurance products company until it was acquired in March 2016. Mr. Holt brings to the Board investment expertise, skill in assessing and managing investment and credit risk, broad-based experience in a number of areas relevant to our business, including insurance, and senior executive experience gained at a major public insurance company.

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NOMINEES FOR DIRECTOR



	JODEEN A. KOZLAK Director Since: 2018 Age: 57	Committees: Management Development, Nominating & Governance Committee; Securities Investment Committee
Jodeen A. Kozlak is the founder of Kozlak Capital Partners, LLC, a private consulting firm, and has served as its CEO since 2017. Ms. Kozlak previously served as the Global Senior Vice President of Human Resources of Alibaba Group, a multinational conglomerate (2016-2017). Ms. Kozlak also previously served as the Executive Vice President and Chief Human Resources Officer of Target Corporation, one of the largest retailers in the U.S. (2007-2016), and held other senior leadership roles in her 15-year career there. Prior to joining Target, Ms. Kozlak was a partner in a private law practice. Ms. Kozlak also serves on the Boards of Directors of C.H. Robinson Worldwide, Inc., KB Home and Leslie's Inc. Ms. Kozlak brings to the Board significant executive management experience. Through her service as Executive Vice President and Chief Human Resources Officer at a Fortune 100 company, Ms. Kozlak has developed significant knowledge and expertise in the area of human capital development and a deep understanding of executive compensation within a public company.


	MICHAEL E. LEHMAN Director Since: 2001 Age: 70	Committees: Audit Committee; Executive Committee; Management Development, Nominating & Governance Committee (Chair)
Michael E. Lehman has served the University of Wisconsin in various capacities since March 2016, currently as Interim Chief Operating Officer of the Wisconsin School of Business, and previously as Special Advisor to the Chancellor, Interim Vice Provost for Information Technology, Chief Information Officer and Interim Vice Chancellor for Finance and Administration. He had previously been a consultant (2014-2016); Interim Chief Financial Officer at Ciber Inc., a global information technology company (2013-2014); Chief Financial Officer of Arista Networks, a cloud networking firm (2012-2013); and Chief Financial Officer of Palo Alto Networks, a network security firm (2010-2012). Earlier in his career, he was the Executive Vice President and Chief Financial Officer of Sun Microsystems, Inc., a provider of computer systems and professional support services. Mr. Lehman brings to the Board financial and accounting knowledge gained through his service as chief financial officer of a large, multinational public company; skills in addressing the range of financial issues facing a large company with complex operations; senior executive and operational experience; as well as technology and cybersecurity experience.

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NOMINEES FOR DIRECTOR



	MELISSA B. LORA Director Since: 2018 Age: 58	Committees: Audit Committee; Management Development, Nominating & Governance Committee
Melissa B. Lora was President of Taco Bell International, a segment of Taco Bell Corp., which is a subsidiary of Yum! Brands, Inc., one of the world’s largest restaurant companies, from 2013 until her retirement in 2018. Ms. Lora previously served in various roles at Taco Bell Corp., including Global Chief Financial and Development Officer (2012-2013), Chief Financial and Development Officer (2006-2012) and Chief Financial Officer (2001-2006). Ms. Lora also serves as Lead Independent Director for KB Home and as a director of ConAgra Brands, Inc. Ms. Lora brings to the Board substantial executive management experience, including in financial and marketing matters, gained while serving in several executive roles for a Fortune 500 company.


	TIMOTHY J. MATTKE Director Since: 2019 Age: 45	Committees: Executive Committee (Chair)
Timothy J. Mattke has been our Chief Executive Officer since 2019. He served as our Executive Vice President and Chief Financial Officer from 2014 to 2019, and our Controller from 2009 to 2014. Before then, he held other positions within the Accounting and Finance Departments. Before joining the Company in 2006, Mr. Mattke had been with PricewaterhouseCoopers LLP. Mr. Mattke brings to the Board extensive knowledge of our industry, business and operations; financial acumen; a long-term perspective on our strategy; and the ability to lead our Company as the mortgage finance system and the mortgage insurance industry evolve.

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NOMINEES FOR DIRECTOR



	GARY A. POLINER Director Since: 2013 Age: 67	Committees: Risk Management Committee; Audit Committee (Chair); Securities Investment Committee
Gary A. Poliner was President of The Northwestern Mutual Life Insurance Company (Northwestern Mutual), the nation’s largest direct provider of individual life insurance, and a member of its Board of Trustees, until his retirement from that company in June 2013, after more than 35 years of service. He was named President of Northwestern Mutual in 2010. Mr. Poliner also held various other senior-level positions at Northwestern Mutual, including Chief Financial Officer (2001-2008) and Chief Risk Officer (2009-2012). During a portion of 2016, Mr. Poliner served as a consultant for the Janus Funds, and since June 2016 he has served as an Independent Trustee of the Janus Henderson Funds (58 funds). Mr. Poliner brings to the Board a breadth of executive management experience in the insurance business, including risk management, and financial and insurance regulatory expertise.


	SHERYL L. SCULLEY Director Since: 2019 Age: 68	Committees: Audit Committee; Securities Investment Committee
Sheryl L. Sculley is the former City Manager of the City of San Antonio Texas, the Chief Executive Officer of the municipal corporation, a position she held from 2005 until her retirement in April 2019. Prior to serving in that role, Ms. Sculley had been the Assistant City Manager (Chief Operating Officer) of Phoenix, Arizona from 1989 until 2005, the City Manager (Chief Executive Officer) of Kalamazoo, Michigan from 1984 until 1989 and in other city management roles before then. Ms. Sculley’s experience as a Chief Executive Officer leading large municipalities provides our Board with expertise on management, investment, financial and human resources matters.

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NOMINEES FOR DIRECTOR



	MARK M. ZANDI Director Since: 2010 Age: 61	Committees: Risk Management Committee (Chair)
Mark M. Zandi, since 2007, has been Chief Economist of Moody’s Analytics, Inc., where he directs economic research. Moody’s Analytics is a leading provider of economic research, data and analytical tools. It is a subsidiary of Moody’s Corporation that is separately managed from Moody’s Investors Service, the rating agency subsidiary of Moody’s Corporation. Dr. Zandi is a trusted adviser to policymakers and an influential source of economic analysis for businesses, journalists and the public, and he frequently testifies before Congress on economic matters. Dr. Zandi, with his economics and residential real estate industry expertise, brings to the Board a deep understanding of the economic factors that shape our industry. In addition, Dr. Zandi has expertise in the legislative and regulatory processes relevant to our business.

ITEM 1 – ELECTION OF DIRECTORS

Item 1 consists of the election of directors. The Board, upon the recommendation of the Management Development, Nominating and Governance Committee, has nominated Analisa M. Allen, Daniel A. Arrigoni, C. Edward Chaplin, Curt S. Culver, Jay C. Hartzell, Timothy A. Holt, Jodeen A. Kozlak, Michael E. Lehman, Melissa B. Lora, Timothy J. Mattke, Gary A. Poliner, Sheryl L. Sculley and Mark M. Zandi for re-election to the Board to serve until our 2022 Annual Meeting of Shareholders. If any nominee is not available for election, proxies will be voted for another person nominated by the Board or the size of the Board will be reduced.

Shareholder Vote Required

Our Articles of Incorporation contain a majority vote standard for the election of directors in uncontested elections. Under this standard, each of the thirteen nominees must receive a “majority vote” at the meeting to be elected a director. A “majority vote” means that when there is a quorum present, more than 50% of the votes cast in the election of the director are cast “for” the director, with votes cast being equal to the total of the votes “for” the election of the director plus the votes “withheld” from the election of the director. Therefore, under our Articles of Incorporation, a “withheld” vote is effectively a vote “against” a nominee. Broker non-votes will be disregarded in the calculation of a “majority vote.” Any incumbent director who does not receive a majority vote (but whose term as a director nevertheless would continue under Wisconsin law until his or her successor is elected) is required to send our Board a resignation. The effectiveness of any such resignation is contingent upon Board acceptance. The Board will accept or reject a resignation in its discretion after receiving a recommendation made by our Management Development, Nominating and Governance Committee and will promptly publicly disclose its decision regarding the director’s resignation (including the reason(s) for rejecting the resignation, if applicable).


THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE THIRTEEN NOMINEES. SIGNED PROXY CARDS AND VOTING INSTRUCTION FORMS WILL BE VOTED FOR THE NOMINEES UNLESS A SHAREHOLDER GIVES OTHER INSTRUCTIONS ON THE PROXY CARD OR VOTING INSTRUCTION FORM.

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COMPENSATION OF DIRECTORS

Non-Employee Director Compensation Program

Under our Corporate Governance Guidelines, compensation of non-employee directors is reviewed periodically by the Management Development, Nominating and Governance Committee. Mr. Mattke is our CEO and receives no additional compensation for service as a director, and he is not eligible to participate in any of the following programs or plans.

The following table describes the components of the non-employee director compensation program in effect during 2020.


Compensation Component						Compensation
Annual Retainer – Chairman of the Board						$250,000, which may be elected to be deferred and either converted into cash-settled share units or credited to a bookkeeping account to which interest is credited.
Annual Retainer – Non-Chairman Directors						$150,000, which may be elected to be deferred and either converted into cash-settled share units or credited to a bookkeeping account to which interest is credited.
Annual Retainer – Equity						$100,000 in cash-settled RSUs that vest immediately but are not settled for approximately one year. Such settlement may be deferred at the option of the director.
Annual Retainer – Lead Director						$25,000
Annual Retainer – Committee Chair						$25,000 for the Audit Committee $25,000 for the Management Development, Nominating and Governance Committee $15,000 for other committees(1)
Annual Retainer – Committee Member						$15,000 for Audit Committee $5,000 for other committees(1)
Meeting Fees (after 5th meeting)(2)						$5,000 for Board meetings $3,000 for Committee meetings
Stock Ownership Guidelines(3)						Ownership of 25,000 shares of Common Stock, including deferred share units that have vested or are scheduled to vest within one year. Directors are expected to meet the guideline within five years of joining the Board.
Expense Reimbursement						Subject to certain limits, we reimburse directors, and for meetings not held on our premises, their spouses, for travel, lodging and related expenses incurred in connection with attending Board and Committee meetings.
Directors & Officers Insurance						We pay premiums for D&O liability insurance under which the directors are insureds.

(1) Excludes the Executive Committee. Other than the Executive Committee, directors who are members of management do not serve on any committees but may attend committee meetings.

(2) After a non-management director attends five Board meetings in a given year, he or she is paid $5,000 for each subsequent Board meeting attended in that year. After a non-management director attends five meetings of a particular committee in a given year, he or she is paid $3,000 for each subsequent meeting of that committee attended in that year. However, directors are paid for attendance at only one committee meeting on any given day, regardless of the number of meetings attended on that day. Meetings of the Board of MGIC (or Committees of its Board) that are not held in conjunction with meetings of the Board of the Company (or Committees of its Board) are counted to determine meeting fees.

(3) Each of our non-employee directors satisfies this guideline.

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COMPENSATION OF DIRECTORS

Deferred Compensation Plan and Annual Grant of Share Units. Under the Deferred Compensation Plan for Non-Employee Directors (the Deferred Compensation Plan), our non-employee directors can elect to defer payment of all or part of their retainers and meeting fees until the director’s death, disability, termination of service as a director or to another date specified by the director. A director who elects to defer payments may have his or her deferred compensation bookkeeping account credited quarterly with interest accrued at an annual rate equal to the six-month U.S. Treasury Bill rate determined at the closest preceding January 1 and July 1 of each year, or may elect to have the payments deferred during a quarter translated into share units. Each share unit is equal in value to one share of our Common Stock and is ultimately settled only in cash. Such payment will be based on the stock’s average closing price for the five consecutive trading days preceding the payment date(s). If a director defers payments into share units, dividend equivalents in the form of additional share units are credited to the director’s account as of the date of payment of cash dividends on our Common Stock.

Under the Deferred Compensation Plan, we also provide to each director the annual equity retainer described above, which is a grant of cash-settled share units. In January 2020, each of our non-management directors was granted share units valued at $100,000, which vested immediately and were settled on February 16, 2021, unless the director elected a later settlement date. The directors could elect to receive payment for vested units in up to ten annual installments beginning shortly after departure from the Board, or on another date specified by the director that was after February 16, 2021. In all cases, the payment was or will be based on the stock’s average closing price for the five consecutive trading days preceding the payment date(s). Dividend equivalents in the form of additional share units are credited to the director’s account as of the date of payment of cash dividends on our Common Stock.

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COMPENSATION OF DIRECTORS

2020 Director Compensation

The following table shows the compensation paid to each of our non-management directors in 2020. Mr. Mattke, our CEO, was also a director in 2020 but received no compensation for service as a director.


Name	Fees Earned or Paid in Cash ($)(1)	Total Stock Awards ($)(2)	Total ($)
Analisa M. Allen(3)	42,500	25,600	68,100
Daniel A. Arrigoni	202,000	100,000	302,000
Cassandra C. Carr(4)	80,000	100,000	180,000
C. Edward Chaplin	177,000	100,000	277,000
Curt S. Culver	255,000	100,000	355,000
Jay C. Hartzell	202,000	100,000	302,000
Timothy A. Holt	220,500	100,000	320,500
Kenneth M. Jastrow, II	192,500	100,000	292,500
Jodeen A. Kozlak	174,000	100,000	274,000
Michael E. Lehman	232,000	100,000	332,000
Melissa B. Lora	202,000	100,000	302,000
Gary A. Poliner	222,500	100,000	322,500
Sheryl L. Sculley	208,000	100,000	308,000
Mark M. Zandi	165,000	100,000	265,000

(1) The following directors elected to defer certain fees shown in this column into share units as described under " — Non-Employee Director Compensation Program — Deferred Compensation Plan and Annual Grant of Share Units" above: Ms. Allen elected to defer $17,000 of the fees and received 1,355 shares units; Ms. Kozlak elected to defer $67,333 of the fees and received 7,610 share units; and Mr. Poliner elected to defer $35,000 of the fees and received 3,569 share units.

(2) The amount shown in this column for each director represents the grant date fair value of the annual share units granted to non-employee directors in 2020 under our Deferred Compensation Plan, computed in accordance with FASB Accounting Standard Codification (ASC) Topic 718. The value of each share unit is equal to the value of our Common Stock on the grant date. See “— Non-Employee Director Compensation Program — Deferred Compensation Plan and Annual Grant of Share Units” above for more information about these grants.

Mr. Jastrow had 2,000 unvested stock awards outstanding as of December 31, 2020, which represents shares held under our 1993 Restricted Stock Plan for Non-Employee Directors.

The aggregate number of vested and unvested stock awards outstanding as of March 12, 2021, for each director, is described under “Stock Ownership” above.

(3) Ms. Allen joined our Board of Directors effective October 29, 2020.

(4) Ms. Carr retired as a member of our Board of Directors effective April 23, 2020. In recognition of her service on our Board, we made a contribution of $25,000 to a charity that she designated. This contribution was not solicited by Ms. Carr, was not made under any agreement with her and is not included in the table.

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ITEM 2 – ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION

As required by Section 14A of the Securities Exchange Act of 1934, and as a matter of good governance, we are asking shareholders to approve, on an advisory basis, the compensation of our NEOs as disclosed under the compensation disclosure rules of the SEC, including the CD&A, the compensation tables and any related material contained in this Proxy Statement.

We strongly believe you should approve our compensation in light of the factors discussed in the CD&A.

While this vote is advisory and is not binding, the Board and the Committee will review and consider the voting results when making future decisions regarding compensation of our NEOs. See “Investor Outreach and Consideration of Last Year’s ‘Say on Pay’ Vote” in the Executive Summary to our CD&A.

At our 2017 Annual Meeting, we held a non-binding, advisory shareholder vote on the frequency of future advisory shareholder votes on the compensation of our NEOs. Our shareholders expressed a preference that advisory shareholder votes on the compensation of our NEOs be held on an annual basis and, as previously disclosed, the Company continued the policy to hold such votes annually.

Shareholder Vote Required

Approval of the compensation of our NEOs requires the affirmative vote of a majority of the votes cast on this matter. Abstentions and broker non-votes will not be counted as votes cast.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NEOs. SIGNED PROXY CARDS AND VOTING INSTRUCTION FORMS WILL BE VOTED FOR THE APPROVAL OF THE EXECUTIVE COMPENSATION UNLESS A SHAREHOLDER GIVES OTHER INSTRUCTIONS ON THE PROXY CARD OR VOTING INSTRUCTION FORM.

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COMPENSATION DISCUSSION AND ANALYSIS

In this CD&A, we describe the objectives and components of our executive compensation program for our Named Executive Officers (NEOs), and how we make compensation decisions.

SEC Form DEF 14A filed by MGIC Investment Corporation