SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 19, 2012
MBIA
INC.
(Exact
name of registrant as specified in its charter)
|
Connecticut |
1-9583 |
06-1185706 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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113 King Street, |
10504 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code:
914-273-4545
Not
Applicable
(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:
⃞ 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))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(d) Election of Director.
On June 19, 2012, the Board of Directors of MBIA Inc. (“MBIA”) elected Maryann Bruce as a member of MBIA's Board of Directors. In connection with Ms. Bruce’s election, the Board of Directors increased its size from eight to nine directors.
MBIA’s Board of Directors has determined that Ms. Bruce is an Independent Director under the independence standards set forth in the New York Stock Exchange Corporate Governance Listing Standards and in the MBIA Inc. Board Corporate Governance Practices.
Ms. Bruce will participate in the compensation and benefit program for independent directors as described under the heading “Independent Directors’ compensation” in MBIA’s Proxy Statement for its Annual Meeting of Shareholders held on May 1, 2012 (filed with the Securities and Exchange Commission on March 19, 2012).
Item 7.01 Regulation FD Disclosure.
A copy of MBIA’s press release dated June 19, 2012 regarding the election of Ms. Bruce as a director is furnished as part of this Current Report as Exhibit 99.1.
The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Exhibit 99.1 will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release issued by MBIA Inc. dated June 19, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MBIA INC. |
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By: |
/s/ Ram D. Wertheim |
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Ram D. Wertheim |
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Chief Legal Officer |
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Date: |
June 19, 2012 |
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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Dated June
19, 2012
| Exhibit 99.1 |
Press Release issued by MBIA Inc. dated June 19, 2012. |
Exhibit 99.1
Maryann Bruce Elected to MBIA’s Board of Directors
ARMONK, N.Y.--(BUSINESS WIRE)--June 19, 2012--MBIA Inc. (NYSE: MBI) today announced that Maryann Bruce (52) was elected to MBIA’s board of directors in accordance with the board’s power under MBIA Inc.’s by-laws to fill interim vacancies. Ms. Bruce is the President of Turnberry Advisory Group, a private business services company, where she advises clients on strategic business issues.
MBIA Chairman Daniel P. Kearney said, “Maryann’s 30 years of executive leadership and board-level experience in the financial services industry, as well as her experience in governance, strategy, asset management and risk management will be invaluable to MBIA and its shareholders as we work toward re-establishing ourselves as a leader in the financial guarantee industry. We’re pleased to welcome her to our board and look forward to her many contributions.”
Prior to Turnberry Advisory Group, Ms. Bruce held several executive leadership positions including President of Aquila Distributors, Inc., a subsidiary of Aquila Investment Management LLC, a boutique asset manager, and President of Evergreen Investments Services, Inc., an investment management business and subsidiary of Wachovia. In addition, Ms. Bruce served as a member of Evergreen Investments’ Executive Committee, providing strategic direction and firm-wide positioning. Ms. Bruce was also President and CEO of Allstate Financial Distributors and Senior Vice President and Director of the Financial Institution Division of OppenheimerFunds.
Ms. Bruce is an Independent Director for Allianz Funds and serves on the Governing Board of The Committee of 200 and the Advisory Board of Duke University Libraries. She is a member of the Independent Directors Council and The National Association of Corporate Directors, as well as Founder and Co-Chair of the Charlotte Chapter of Women Corporate Directors. Ms. Bruce graduated magna cum laude from Duke University with a Bachelor of Arts in Economics.
Forward-Looking Statements
The information contained in this press release should be read in conjunction with our filings made with the Securities and Exchange Commission. This release includes statements that are not historical or current facts and are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “anticipate,” “project,” “plan,” “expect,” “intend,” “will likely result,” “looking forward” or “will continue,” and similar expressions identify forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including, among other risks and uncertainties, whether the Company will realize, or will be delayed in realizing, insurance loss recoveries expected in disputes with sellers/servicers of RMBS transactions at the levels recorded in its financial statements, the possibility that the Company will experience severe losses or liquidity needs due to increased deterioration in its insurance portfolios and in particular, due to the performance of CDOs including multi-sector, CMBS and CRE CDOs and RMBS, the failure to obtain regulatory approval to implement our risk reduction and liquidity strategies, the possibility that loss reserve estimates are not adequate to cover potential claims, the Company’s ability to access capital and the Company’s exposure to significant fluctuations in liquidity and asset values within the global credit markets, in particular in the ALM business, the Company’s ability to fully implement its strategic plan, including its ability to achieve high stable ratings for National or any other insurance subsidiaries, and the Company’s ability to commute certain of its insured exposures, including as a result of limited available liquidity, the Company’s ability to favorably resolve litigation claims against the Company, and changes in general economic and competitive conditions. These and other factors that could affect financial performance or could cause actual results to differ materially from estimates contained in or underlying the Company’s forward-looking statements are discussed under the “Risk Factors” section in MBIA Inc.’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which may be updated or amended in the Company’s subsequent filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only to their respective dates. The Company undertakes no obligation to publicly correct or update any forward-looking statement if it later becomes aware that such result is not likely to be achieved.
MBIA Inc., headquartered in Armonk, New York is a holding company whose subsidiaries provide financial guarantee insurance, as well as related reinsurance, advisory and portfolio services, for the public and structured finance markets, and asset management advisory services. The Company services its clients around the globe with offices in New York, Denver, San Francisco, Paris, London, Madrid and Mexico City. Please visit MBIA's website at www.mbia.com.
CONTACT:
MBIA Inc.
Media:
Kevin Brown,
+1-914-765-3648
or
Investor Relations:
Greg Diamond,
+1-914-765-3190