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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 13, 2022

NMI Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware001-3617445-4914248
(State or Other Jurisdiction
 of Incorporation)		(Commission
 File Number)		(IRS Employer
 Identification No.)

2100 Powell Street, 12th Floor, Emeryville, CA
(Address of Principal Executive Offices)
94608
(Zip Code)
(855) 530-6642
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01NMIHNasdaq
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


Item 5.07    Submission of Matters to a Vote of Security Holders
NMI Holdings, Inc.’s (Company) Annual Meeting of Stockholders was held on May 12, 2022. On March 16, 2022, the record date for the Annual Meeting, 86,061,502 shares of the Company’s Class A common stock were outstanding and entitled to vote, of which 93.33% were present for purposes of establishing a quorum. At that meeting, stockholders took the actions below with respect to the proposals described in the Company’s 2022 Annual Proxy Statement, filed on March 29, 2022 (2022 Proxy).
1.The following directors were elected:
FORWITHHELDBROKER NON-VOTES
Bradley M. Shuster75,392,4072,347,6872,585,045
Adam S. Pollitzer77,371,791368,3032,585,045
Michael Embler76,615,6791,124,4152,585,045
Priya Huskins 75,956,2201,783,8742,585,045
James G. Jones75,520,4992,219,5952,585,045
Lynn McCreary76,286,2991,453,7952,585,045
Michael Montgomery76,894,127845,9672,585,045
Regina L. Muehlhauser77,247,916492,1782,585,045
Steven L. Scheid75,784,5021,955,5922,585,045
2.The advisory vote to approve our executive compensation was approved by the following vote:
FORAGAINSTABSTAINBROKER NON-VOTES
49,713,46327,793,428233,2032,585,045

3.The Company’s Amended and Restated 2014 Omnibus Incentive Plan (included as Appendix A to the 2022 Proxy) was approved by the following vote:
FORAGAINSTABSTAINBROKER NON-VOTES
74,587,9753,130,29021,8292,585,045

4.The ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022 was approved by the following vote:
FORAGAINSTABSTAIN
79,396,178920,9348,027
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NMI Holdings, Inc.
(Registrant)

                
Date: May 13, 2022By:/s/ William J. Leatherberry
William J. Leatherberry
EVP, General Counsel

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