UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November
2, 2015
MBIA INC.
(Exact name of
registrant as specified in its charter)
| Connecticut | 1-9583 | 06-1185706 | ||
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(State or other jurisdiction of |
(Commission File Number) | (IRS Employer Identification No.) |
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1 Manhattanville Road, Suite 301
Purchase, New York |
10577 |
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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.
Departure of Director; Election of Director.
On November 2, 2015, Mr. Sean D. Carney resigned from the Board of Directors of MBIA Inc. (“MBIA” or the “Company”) and the Board of Directors elected Lois A. Scott as a member of MBIA's Board of Directors to fill the interim vacancy created by the resignation of Mr. Carney. Effective as of the date of her election, Ms. Scott was appointed to serve as a member of the Audit Committee.
MBIA’s Board of Directors has determined that Ms. Scott 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. Scott 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 6, 2015 (filed with the Securities and Exchange Commission on March 24, 2015).
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on November 2, 2015 and the Chairman of the Company received a resignation via e-mail from Sean D. Carney dated November 2, 2015. Copies of the press release and the e-mail are attached hereto as Exhibits 99.1 and 99.2, respectively.
The information in the press release and the e-mail is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, 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 November 2, 2015.
99.2 E-mail
from Sean D. Carney dated November 2, 2015.
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: November 2, 2015
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
November
2, 2015
Exhibit 99.1 Press Release issued by MBIA Inc. dated
November 2, 2015.
Exhibit 99.2 E-mail from Sean D.
Carney dated November 2, 2015.
Exhibit 99.1
Lois A. Scott Elected to MBIA Inc.'s Board of Directors
PURCHASE, N.Y.--(BUSINESS WIRE)--November 2, 2015--MBIA Inc. (NYSE:MBI) (the Company) today announced that Lois A. Scott (54) was elected to the Company’s Board of Directors, where she will serve as a member of the Audit Committee. At the same time, Sean Carney, a General Partner of Warburg Pincus & Co., has retired from the MBIA Inc. Board.
Ms. Scott is President of Epoch Advisors LLC, a private financial services company that advises clients on strategic business issues. From May 2011 to May 2015, Ms. Scott served as the Chief Financial Officer for the City of Chicago, Illinois. As CFO, she had financial oversight of essential City services as well as O’Hare Airport, Midway Airport, the City’s public-private partnership contracts, water and wastewater systems serving over 5 million people, and City-issued debt. She also served as a Trustee for two pension plans covering City employees. From January 2003 to May 2011, Ms. Scott was Co-founder and President of Scott Balice Strategies, LLC, a financial advisory firm that assisted public sector, nonprofit and corporate clients with financial strategy, restructuring and bankruptcy services, capital market transactions, ratings management, cash flow forecasting and public-private partnerships.
MBIA Chairman of the Board Charles Rinehart said, “Sean’s commitment and contributions to the Board have been significant and well-valued. We are grateful for his support in helping MBIA to navigate through some very challenging times and circumstances.” Mr. Rinehart continued, “Lois’ 30 years of public finance experience as an issuer, underwriter and financial advisor is an ideal combination of experience for MBIA Inc.’s Board as we move forward. We are excited to be working with her and gaining insights from her perspective and experience.”
From 1997 to 1998, Ms. Scott served as a White House Fellow during President Clinton’s administration, where she advised on the financial crisis in Southeast Asia and export finance. She was also named Counselor to the Chairman and Chaired the management committee of the Export-Import Bank of the United States.
Prior to that, Ms. Scott was Manager of the Chicago Public Finance Office and Managing Director of BancAmerica Securities, Inc. She also held various financial positions at Donaldson, Lufkin & Jenrette Securities Corporation, including Principal; L.F. Rothschild & Company, Inc.; and First National Bank of Chicago. In 1997, she was co-founder of Women in Public Finance and in 2011, she co-founded the Municipal CFO Forum with the Harris School of Public Policy, University of Chicago.
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,” “estimate,” “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, the possibility that the Company will experience increased credit losses or impairments on public finance obligations we insure issued by state, local and territorial governments and finance authorities that are experiencing fiscal stress, the possibility that MBIA Corp. will have inadequate liquidity to pay expected claims as a result of increased losses on certain structured finance transactions, in particular residential mortgage-backed securities transactions that include a substantial number of ineligible mortgage loans, or a delay or failure in collecting expected recoveries, the possibility that loss reserve estimates are not adequate to cover potential claims, a disruption in the cash flow from our subsidiaries or an inability to access capital and our exposure to significant fluctuations in liquidity and asset values within the global credit markets as a result of collateral posting requirements, our ability to fully implement our strategic plan, including our ability to maintain high stable ratings for National and generate investor demand for our financial guarantees, deterioration in the economic environment and financial markets in the United States or abroad, and adverse developments in European sovereign credit performance, real estate market performance, credit spreads, interest rates and foreign currency levels, the effects of governmental regulation, including insurance laws, securities laws, tax laws, legal precedents and accounting rules; and uncertainties that have not been identified at this time. 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 Purchase, New York is a holding company whose subsidiaries provide financial guarantee insurance for the public and structured finance markets. Please visit MBIA's website at www.mbia.com.
CONTACT:
MBIA Inc.
Investor and Media Relations:
Greg Diamond,
+1-914-765-3190
Exhibit 99.2
Via E-mail to Mr. Charles R. Rinehart, Chairman
November 2, 2015
Dear Mr. Rinehart,
As we discussed, I hereby resign from the MBIA Board of Directors, effective immediately. It has been a pleasure to serve on the Board with you, the other Board members, and management, and I wish MBIA great success in the future. Thank you for your leadership and I look forward to remaining in touch.
Regards,
Sean Carney