UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Emerging growth company
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 15, 2023, the Board of Directors of Radian Group Inc. (the “Company”), as part of its regular course review of the Company’s corporate governance documents, approved amendments to the Company’s Amended and Restated By-laws (as further amended, the “Fourth Amended and Restated By-laws”) pertaining to meetings of the Company’s stockholders to:
| (i) | clarify in Section 4.13 of the Fourth Amended and Restated By-laws that the number of nominees a stockholder may nominate may not exceed the number of directors to be elected at the meeting; and |
| (ii) | provide in Section 4.14 of the Fourth Amended and Restated By-laws that the proxy card used by any stockholder directly or indirectly soliciting proxies from other stockholders must be a card color other than white (with the white card to be reserved for the exclusive use by the Company’s Board of Directors). |
These amendments are reflected in the Fourth Amended and Restated By-laws.
The Fourth Amended and Restated By-laws were effective upon approval by the Company’s Board of Directors. The preceding description of the amendments is qualified in its entirety by reference to the Fourth Amended and Restated By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Radian Group Inc. Fourth Amended and Restated By-laws | |
| Exhibit 104 | Cover Page Interactive Data File (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.
| RADIAN GROUP INC. | ||||||
| (Registrant) | ||||||
| Date: November 20, 2023 | ||||||
| By: | /s/ Edward J. Hoffman | |||||
| Edward J. Hoffman | ||||||
| Senior Executive Vice President, General Counsel and Corporate Secretary | ||||||