Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) On April 29, 2021, the Board of Directors approved amendments to the Amended
and Restated Bylaws of the Company. Below is a brief description of the
substantive amendments.
•Section 2.01 (Annual Meetings) was amended to remove the default date for the
Company's annual meeting of shareholders, providing that the Company's board of
directors will designate the annual meeting date each year.
•2.05 (Notice of Meeting) and Section 2.10 (Proxies) were amended to provide for
electronic transmission of notice of a meeting of shareholders or of shareholder
proxies.
•Section 2.14(a)(i) (Notice of Shareholder Business and Nomination of Directors
- Annual Meetings) was amended to clarify that clause (C) of such subsection is
the exclusive means for a shareholder to make nominations or propose business
(other than business included in the Company's proxy materials pursuant to Rule
14a-8 under the Exchange Act of 1934) at an annual meeting of shareholders.
•Section 2.14(a)(ii) (Notice of Shareholder Business and Nomination of Directors
- Annual Meetings) was amended to provide that, to be timely, a shareholder's
notice of nominations or a proposal of business to be conducted at an annual
meeting of shareholders must be received by the Secretary of the Company not
less than 80 days nor more than 105 days prior to the first annual anniversary
of the immediately preceding annual meeting. Prior to the amendment, the period
for such notice was calculated by reference to the anniversary of the mailing
date of the proxy materials for the immediately preceding annual meeting.
•Section 2.14(a)(ii) (Notice of Shareholder Business and Nomination of Directors
- Annual Meetings) was further amended to provide that the Company may require a
proposed director nominee to furnish a completed and signed questionnaire in
substantially the form that the Company requires of the Company's directors and
to furnish such other information as may reasonably be required by the Company
to determine the eligibility of such proposed nominee to serve as an independent
director of the Company, that could be material to a reasonable shareholder's
understanding of the independence, or lack thereof, of such nominee or that, in
the Board of Directors' judgment, is material to the Board of Directors' ability
to make recommendations to shareholders.
•Section 2.14 (Notice of Shareholder Business and Nomination of Directors) was
amended to provide that a shareholder providing notice of nominations or a
proposal of business to be conducted at a meeting of shareholders must provide
the Company with certain information about the shares of the Company's common
stock in which the shareholder holds derivative or other interests.
•Section 3.12 (Committees) was amended to reduce the minimum number of directors
on a committee of the Board of Directors of from two to one.

These amendments are effective April 29, 2021. The foregoing description is qualified in its entirety by reference to the actual text of the amendments.

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Item 5.07 Submission of Matters to a Vote of Security Holders Our Annual Meeting of Shareholders was held April 29, 2021. At that meeting, shareholders took the following actions with respect to the proposals described in our 2021 Proxy Statement: 1. The following directors were elected:



                              For           Withheld       Broker Non-Votes
   Analisa M. Allen      260,565,205        731,526        17,828,134
   Daniel A. Arrigoni    260,677,713        619,018        17,828,134
   C. Edward Chaplin     260,677,180        619,551        17,828,134
   Curt S. Culver        257,565,839      3,730,892        17,828,134
   Jay C. Hartzell       260,608,904        687,827        17,828,134
   Timothy A. Holt       255,224,943      6,071,788        17,828,134
   Jodeen A. Kozlak      246,716,734     14,579,997        17,828,134
   Michael E. Lehman     249,882,783     11,413,948        17,828,134
   Melissa B. Lora       255,150,131      6,146,600        17,828,134
   Timothy J. Mattke     260,622,828        673,903        17,828,134
   Gary A. Poliner       260,089,185      1,207,546        17,828,134
   Sheryl L. Sculley     260,531,544        765,187        17,828,134
   Mark M. Zandi         260,647,510        649,221        17,828,134

2. The compensation of our named executive officers for 2020 was approved, on an advisory basis, by the following vote:



        For         Against      Abstain     Broker Non-Votes
    250,795,203    10,046,026    455,502        17,828,134

3. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021 was approved by the following vote:

For Against Abstain Broker Non-Votes


    258,427,368    20,255,134    442,363            0


Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits. The following exhibits are being filed herewith:
         Exhibit No.          Description

           3.1                Amendments to the Amended and Restated Bylaws of MGIC Investment
                              Corporation
           3.2                Amended and Restated Bylaws of MGIC Investment Corporation
         104                  Cover Page Interactive Data File (the cover page XBRL tags are
                              embedded within the Inline XBRL document).

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