0001157523-17-002184.txt : 20170731 0001157523-17-002184.hdr.sgml : 20170731 20170731161607 ACCESSION NUMBER: 0001157523-17-002184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170727 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170731 DATE AS OF CHANGE: 20170731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBIA INC CENTRAL INDEX KEY: 0000814585 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 061185706 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 17993166 BUSINESS ADDRESS: STREET 1: 1 MANHATTANVILLE ROAD STREET 2: SUITE 301 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-273-4545 MAIL ADDRESS: STREET 1: 1 MANHATTANVILLE ROAD STREET 2: SUITE 301 CITY: PURCHASE STATE: NY ZIP: 10577 8-K 1 a51600532.htm MBIA INC. 8-K

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): July 31, 2017 (July 27, 2017)

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.)


1 Manhattanville Road, Suite 301

Purchase, New York

10577

(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))

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 Securities 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 5.02(b).  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The Company today announced that following a reassessment of the appropriate governance profile for the Company after its decision to cease, for now, efforts to actively pursue writing new insurance policies at its indirect subsidiary, National Public Finance Guarantee Corporation, Ms. Maryann Bruce, Mr. Keith Curry and Ms. Lois Scott have each resigned from the Board of Directors of MBIA Inc. (the “Company”), effective July 28, 2017.

Item 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

(a) On July 27, 2017, the Board of Directors of the Company amended the Company’s By-Laws to reflect a reduction to the minimum required number of board members, from eight members to five members.  Article II, Section 2.02 of the By-Laws has been amended and restated in its entirety to read as follows:

Section 2.02.  Number.  The number of Directors constituting the entire Board of Directors shall be not less than five and not more than thirteen and the number of directorships at any time within such minimum and maximum shall be the number fixed by resolution of the shareholders or by resolution adopted by a 66-2/3% vote of the Board of Directors or, in the absence thereof, shall be the number of Directors elected at the preceding Annual Meeting of shareholders [Section 33-737].

Item 7.01.  REGULATION FD DISCLOSURE.

A copy of MBIA’s press release dated July 31, 2017, regarding the resignations of Ms. Bruce, Mr. Curry and Ms. Scott as directors has been attached hereto 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 Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

99.1    Press Release issued by MBIA Inc. dated July 31, 2017.

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.

 

MBIA INC.

 
 

By:

/s/ Jonathan C. Harris

Jonathan C. Harris

General Counsel

Date: July 31, 2017

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Dated July 31, 2017

99.1        Press Release issued by MBIA Inc., dated July 31, 2017.

 

 EX-99.1 2 aa51600532ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

MBIA Inc. Announces Changes to its Board of Directors

PURCHASE, N.Y.--(BUSINESS WIRE)--July 31, 2017--MBIA Inc. (NYSE:MBI) (the Company) today announced the resignations of Maryann Bruce, Keith D. Curry and Lois A. Scott from the MBIA Inc. Board of Directors effective July 28, 2017. The resignations follow a reassessment of the appropriate governance profile of the Company following its decision to cease, for now, efforts to actively pursue writing new insurance policies at its indirect subsidiary, National Public Finance Guarantee Corporation. There is no present intention to replace the outgoing directors.

MBIA Chairman of the Board Charles Rinehart said, “On behalf of my fellow Board members, I express our sincere gratitude to Maryann, Keith and Lois for their dedicated service, their many contributions and their strong support and commitment to our Board and the Company.”

MBIA Chief Executive Officer Jay Brown added, “Our management team is also grateful for the valuable guidance that we’ve received from Maryann, Keith and Lois as we’ve managed our Company through some unprecedented and demanding situations. We wish all of them continued success in the future.”

Forward-Looking Statements

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”, “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 factors, the possibility that MBIA Inc. or National will experience increased credit losses or impairments on public finance obligations issued by state, local and territorial governments and finance authorities that are experiencing unprecedented fiscal stress; the possibility that loss reserve estimates are not adequate to cover potential claims; MBIA Inc.’s or National’s ability to fully implement their strategic plan; 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 MBIA Inc.’s or National’s forward-looking statements are discussed under the “Risk Factors” section in MBIA Inc.’s most recent Annual Report on Form 10-K, which may be updated or amended in MBIA Inc.’s subsequent filings with the Securities and Exchange Commission. MBIA Inc. and National caution readers not to place undue reliance on any such forward-looking statements, which speak only to their respective dates. National and MBIA Inc. undertake 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.
Greg Diamond, 914-765-3190
Investor and Media Relations
greg.diamond@mbia.com