MGIC INVESTMENT CORP
For the period ended Mar 22, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 22, 2024 · Filed Mar 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under §240.14a-12
| MGIC Investment Corporation | |
|---|---|
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| [X] | No fee required |
| [ ] | Fee paid previously with preliminary materials |
| [ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
MGIC Investment Corporation
Notice of 2024 Annual Meeting of Shareholders
| Meeting Date & TimeApril 25, 20249:00 a.m. Central Time | Via Webcastwww.virtualshareholdermeeting.com/MTG2024Admittance to the webcast begins at 8:45 a.m. |
To MGIC Investment Corporation Shareholders:
At our 2024 Annual Shareholders’ Meeting, you will be asked to vote upon the following proposals:
| Items of Business | |
|---|---|
| Proposal 1 | Election of thirteen directors |
| Proposal 2 | Advisory vote to approve named executive officer compensation |
| Proposal 3 | Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024 |
| Proposal 4 | Any other matters that properly come before the meeting. |
Your vote is very important. Whether or not you plan to attend our Annual Meeting, we encourage you to read our proxy materials and to vote as soon as possible using one of the methods described beginning on page 75.
By Order of the Board of Directors,
Paula C. Maggio
Executive Vice President, General Counsel and Secretary
March 22, 2024
Table of Contents
| Proxy Summary | 1 |
|---|---|
| Corporate Governance and Board Matters | 8 |
| Corporate Governance Guidelines and Code of Business Conduct | 8 |
| Director Independence | 9 |
| Related Person Transactions | 10 |
| Insider Trading Policy | 10 |
| Board Leadership | 11 |
| Communicating with the Board | 11 |
| Director Selection | 12 |
| Oversight of Risk and Corporate Sustainability Matters | 15 |
| Board Meetings and Committees | 16 |
| Nominees for Director | 20 |
| Item 1 – Election of Directors | 25 |
| Compensation of Directors | 26 |
| Item 2 – Advisory Vote to Approve Our Executive Compensation | 29 |
|---|---|
| Compensation Discussion and Analysis | 29 |
| Executive Summary | 30 |
| Key Takeaways | 30 |
| Shareholder Outreach and Consideration of “Say on Pay” Votes | 32 |
| Compensation-Related Policies and Best Practices | 33 |
| Objectives of our Executive Compensation Program | 35 |
| How We Make Compensation Decisions | 36 |
| Benchmarking | 38 |
| Components of our Executive Compensation Program | 40 |
| Item 2 – Advisory Vote to Approve Our Executive Compensation (Continued) | |
|---|---|
| Other Aspects of our Executive Compensation Program | 50 |
| Compensation Committee Report | 52 |
| Compensation and Related Tables | 53 |
| Summary Compensation Table | 53 |
| 2023 Grants of Plan-Based Awards | 55 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 56 |
| 2023 Stock Vested | 57 |
| Pension Benefits at 2023 Fiscal Year-End | 58 |
| Potential Payments Upon Termination or Change-in-Control | 60 |
| Change in Control Agreements and Severance Pay | 61 |
| 2023 CEO Pay Ratio | 63 |
| 2023 Pay for Performance | 64 |
| Item 3 – Ratification of Appointment of Independent Registered Public Accounting Firm | 70 |
|---|---|
| Audit Committee Report | 71 |
| Other Matters | 72 |
| Stock Ownership | 72 |
| About the Meeting and Proxy Materials | 74 |
| Appendix A – Glossary of Terms and Acronyms | AppA - 1 |
| Appendix B – Explanation and Reconciliation of Non-GAAP Financial Measures | AppB - 1 |
MGIC Investment CorporationP.O. Box 488MGIC Plaza, 270 East Kilbourn AvenueMilwaukee, WI 53201
Proxy Statement
Our Board of Directors is soliciting proxies for the Annual Meeting of Shareholders to be held Thursday, April 25, 2024 at 9:00 a.m. Central time, via webcast at www.virtualshareholdermeeting.com/MTG2024, and at any postponement or adjournment of the meeting. In this Proxy Statement we sometimes refer to MGIC Investment Corporation as “the Company,” “we” or “us.” This Proxy Statement and the enclosed form of proxy are being mailed to shareholders beginning on March 22, 2024. If you have any questions about attending our Annual Meeting, you can call Investor Relations at (414) 347-2635.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.