UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 5, 2023 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code:
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)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Annual Meeting of Shareholders of the Company was held on May 3, 2023 (the “Annual Meeting”). The matters that were voted upon at the Annual Meeting, the number of votes cast for or against each matter (and percent of shares voted), and the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.
Proposal 1: Election of Directors. The shareholders elected the Company’s nominees to the Board of Directors. The voting results were as follows:
| Nominees | For (% of shares voted) |
Against (% of shares voted) |
Abstained | Broker Non-Votes |
||||||||||||||||||||
| Diane L. Dewbrey |
33,732,175 | (97.15 | %) | 988,075 | (2.84 | %) | 18,271 | 10,632,682 | ||||||||||||||||
| William C. Fallon |
33,592,375 | (97.85 | %) | 736,469 | (2.14 | %) | 409,677 | 10,632,682 | ||||||||||||||||
| Steven J. Gilbert |
30,875,379 | (88.94 | %) | 3,837,980 | (11.05 | %) | 25,162 | 10,632,682 | ||||||||||||||||
| Janice L. Innis-Thompson |
33,754,247 | (97.21 | %) | 965,986 | (2.78 | %) | 18,288 | 10,632,682 | ||||||||||||||||
| Charles R. Rinehart |
33,163,190 | (95.53 | %) | 1,550,186 | (4.46 | %) | 25,145 | 10,632,682 | ||||||||||||||||
| Theodore Shasta |
33,608,125 | (96.81 | %) | 1,105,251 | (3.18 | %) | 25,145 | 10,632,682 | ||||||||||||||||
| Richard C. Vaughan |
33,630,518 | (96.88 | %) | 1,082,832 | (3.11 | %) | 25,171 | 10,632,682 | ||||||||||||||||
Proposal 2: Approval of Compensation Paid to Named Executive Officers. The shareholders voted to approve the compensation of the Company’s named executive officers listed in the proxy statement for the Annual Meeting. The shareholder vote is advisory and non-binding. The voting results were as follows:
| For (% of shares voted) | Against (% of shares voted) | Abstained | Broker Non-Votes | |||||||
| 32,921,805 | (95.03%) | 1,719,969 | (4.96%) | 96,747 | 10,632,682 | |||||
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022. The voting results were as follows:
| For (% of shares voted) | Against (% of shares voted) | Abstained | Broker Non-Votes | |||||||
| 44,345,401 | (97.94%) | 928,800 | (2.05%) | 97,002 | ||||||
Proposal 4: Advisory Vote on the Frequency of Executive Compensation Votes. The voting results were as follows:
| 1 Year (% of shares voted) | 2 Years (% of shares voted) |
3 Years (% of shares voted) voted) |
Abstain | Broker Non-Votes | ||||||||||
| 31,696,190 | (91.30%) | 33,720 | (0.09%) | 2,983,231 | (8.59%) | 25,380 | 10,632,682 | |||||||
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: May 5, 2023 | ||||||
Document and Entity Information |
May 03, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | MBIA INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000814585 |
| Document Type | 8-K |
| Document Period End Date | May 03, 2023 |
| Entity Incorporation State Country Code | CT |
| Entity File Number | 001-9583 |
| Entity Tax Identification Number | 06-1185706 |
| Entity Address, Address Line One | 1 Manhattanville Road |
| Entity Address, Address Line Two | Suite 301 |
| Entity Address, City or Town | Purchase |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10577 |
| City Area Code | 914 |
| Local Phone Number | 273-4545 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $1 per share |
| Trading Symbol | MBI |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |