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): June 1, 2023 (
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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).
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
MBIA Inc. (the “Company”) announced today that on June 1, 2023, the Company (including its subsidiaries) and its General Counsel and Secretary, Jonathan C. Harris, entered into a Separation Agreement (the “Separation Agreement”), pursuant to which Mr. Harris will step down from his positions as General Counsel and Secretary of the Company effective August 31, 2023. Mr. Harris has agreed to provide transition services for the Company on an as requested basis. Bill Fallon, MBIA’s Chief Executive Officer, stated “We will miss Jonathan and wish him great success in his future endeavors. His contributions to the Company as General Counsel and Head of Litigation have been highly significant to MBIA’s current opportunity to deliver value to our shareholders.”
Under the Separation Agreement, Mr. Harris will receive, subject to the execution of an acceptable general release, a one-time severance payment, consistent with the Company’s severance practices for employees, following his last day of employment. For the 2023 performance year, following his last day of employment, Mr. Harris will be entitled to receive a cash performance bonus at his pro-rata target bonus amount for the year, and, in lieu of the long term incentive (“LTI”) restricted stock award for the year, a cash payment at the pro-rata target LTI amount. In addition, no earlier than six months from his last day of employment, Mr. Harris will receive a cash payment in lieu of the pension contribution the Company would have made in respect of his compensation that will be paid to him in 2023. Finally, in connection with Mr. Harris’ separation, Mr. Harris’s unvested time-vesting restricted stock and unvested earned performance restricted stock will become vested, and his outstanding performance restricted stock that are subject to uncompleted performance periods will remain outstanding through the end of the applicable performance periods, and any earned shares in respect of such performance periods will be settled as provided in the applicable restricted stock agreement, and will be fully-vested on settlement. The Separation Agreement contains certain customary covenants regarding confidentiality and a non-disparagement covenant.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Separation Agreement which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| 99.1 | Separation Agreement, dated as of June 1, 2023, by and between Jonathan C. Harris and the Company | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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: June 1, 2023