-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T37hfAeaOGJ5DBllTTQxJ0G1nwcOxTHVzh3yDWKZFWeupKe/tywQdKhzTJCygTXy R8KM2xl1+N5YSbRcNh2Bfw== 0001193125-06-176214.txt : 20060818 0001193125-06-176214.hdr.sgml : 20060818 20060818170534 ACCESSION NUMBER: 0001193125-06-176214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060814 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20060818 DATE AS OF CHANGE: 20060818 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: 061044187 BUSINESS ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 914-273-4545 MAIL ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 8-K 1 d8k.htm FORM 8-K Form 8-K

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): August 14, 2006

 


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.)

 

113 King Street,

Armonk, New York

  10504
(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 3.01 FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD.

The proxy statement for MBIA Inc.’s 2006 Annual Meeting of Shareholders referenced the independence standards set forth in our Corporate Governance Practices as the basis used by our Board of Directors (the “Board”) to determine director independence, and it advised our shareholders that those Corporate Governance Practices are available on our website.

On August 14, 2006, we received notice from the New York Stock Exchange (the “NYSE”) that Section 303A.02(a) of the NYSE’s Listed Company Manual requires us to publish the independence standards in the proxy statement rather than disclosing them by reference.

While we do not believe our disclosure was materially different from the disclosure required by the NYSE Listed Company Manual, we have in consultation with the NYSE determined to make this disclosure consistent with those requirements by filing this current report on Form 8-K.

Our Corporate Governance Practices include the following independence standards designed to assist the Board in assessing director independence. The terms “MBIA” and “the corporation” in the following standards refer to MBIA Inc.

 

“C. BOARD STRUCTURE

 

  1. Majority of Independent Directors

The Board shall consist of a significant majority of independent directors. Independent director means a director who:

 

    is not a member of management or an employee and has not been a member of management or an employee within the last 5 years;

 

    has no close family or similar relationship with a member of key management;

 

    is not a lawyer, advisor or consultant to the corporation or its subsidiaries and does not have any personal service contracts with the corporation or its subsidiaries;

 

    does not have any other relationship with the corporation or its subsidiaries either personally or through his employer which, in the opinion of the Board, would adversely affect the director’s ability to exercise his or her independent judgment as a director;

 

    is not a current or has not been for 5 years a former employee of the independent auditor;

 

    is not a current or has not been for 5 years an employee of any company whose compensation committee includes an officer of MBIA; and

 

    is not an immediate family member of either of the two previous categories.


Because the corporation is a major financial institution, outside directors or the companies they are affiliated with will sometimes have a business relationship with the corporation or its subsidiaries. Directors and companies with which they are affiliated are not given special treatment in these relationships. The Board believes that the existence of a business relationship is not, in and of itself, sufficient to disqualify a director from being considered an independent director. The materiality of the relationships and the director’s own ability to exercise independent judgment should be evaluated, and external criteria for independence, such as those promulgated by the Securities and Exchange Commission, should be considered.

To help maintain the independence of the Board, all directors are expected to deal at arm’s length with the corporation and its subsidiaries and to disclose circumstances material to the director which might be perceived as a conflict of interest. The corporation shall disclose publicly compliance with the requirement that a majority of its Board is comprised of independent directors.”


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/ Ram D. Wertheim

  Ram D. Wertheim
  General Counsel

Date: August 18, 2006

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