MGIC Investment : Amendments to articles of incorporation/bylaws/change in fiscal year
May 04, 2021 at 01:09 pm IST
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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.
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
Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
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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Disclaimer
MGIC Investment Corporation published this content on 03 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 May 2021 07:38:08 UTC.
MGIC Investment Corporation is a holding company. The Company, through its wholly owned subsidiaries, provides private mortgage insurance, other mortgage credit risk management solutions, and ancillary services. The Company's mortgage insurance product offers Primary Insurance and Pool and Other Insurance. Primary insurance provides mortgage default protection on individual loans and covers a percentage of the unpaid loan principal, delinquent interest and certain expenses associated with the default and subsequent foreclosure on the mortgage or sale of the underlying property. Pool insurance is generally used as an additional credit enhancement for certain secondary market mortgage transactions. Pool insurance generally covers the amount of the loss on a defaulted mortgage loan that exceeds the claim payment under the primary coverage.