RADIAN GROUP INC
For the period ended Apr 5, 2024. Filed Apr 5, 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.
Apr 5, 2024 · Filed Apr 5, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantþ
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))
☒ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under §240.14a-12
(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 all boxes that apply):
þ No fee required.
¨ Fee paid previously with preliminary materials.
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
April 5, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Radian Group Inc., which will be held exclusively in virtual format via live audio webcast at 9:00 a.m. Eastern Daylight Time on May 22, 2024. The accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement describe the items to be considered and acted upon by the stockholders at the meeting. There is no physical location for the meeting.
For our annual meeting, we have elected to use the internet as the primary means of providing our proxy materials to stockholders. Stockholders of record on the record date will receive a notice of internet availability (the “Notice”) with instructions for accessing the proxy materials and for voting. The Notice provides the information on how to vote, how to attend the meeting, and information on how stockholders who wish to request paper copies of our proxy materials, including a proxy card, may obtain them free of charge.
Regardless of whether you plan to attend the virtual annual meeting, we hope you will vote as soon as possible. Stockholders of record can vote their shares by using the internet or the telephone. If you received your materials by mail, you also may vote your shares by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the enclosed envelope. If you attend the virtual meeting, you may revoke your proxy, if you wish, and vote your shares during the meeting electronically via the internet. Because the representation of stockholders at the annual meeting is very important, we thank you in advance for your participation.
Sincerely,
Edward J. Hoffman
General Counsel and Corporate Secretary
550 East Swedesford Road, Suite 350 | Wayne, PA 19087 | 800.523.1988 | radian.com
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
DATE:
Wednesday, May 22, 2024
TIME:
9:00 a.m. Eastern Daylight Time
PLACE:
Live via the internet
Please visit: www.meetnow.global/MAMWV45
RECORD DATE:
Stockholders of record as of the close of business on March 25, 2024, will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the meeting.
| ITEMS OF BUSINESS: | |
|---|---|
| 1 | Elect eleven directors, each for a one-year term, to serve until their successors have been duly elected and qualified; |
| 2 | Conduct an advisory vote to approve the compensation of our named executive officers; |
| 3 | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024; and |
| 4 | In addition to the items above, the Company may transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. |
Many stockholders received the Notice of Internet Availability of Proxy Materials (the “Notice”) instead of paper copies of our 2024 Proxy Statement and our 2023 Annual Report to Stockholders, which was mailed to stockholders beginning on or about April 5, 2024. The Notice provides instructions on how to access these documents over the internet and information on how stockholders who wish to request paper copies of these proxy materials, including a proxy card, may obtain them free of charge. Electronic delivery enables us to more cost effectively provide you with the information you need while reducing the environmental impact of printing and mailing paper copies.
We have determined that it is in the best interest of Radian and its stockholders to hold the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) “virtually” via live audio webcast. To attend the Annual Meeting or examine a list of stockholders, go to www.meetnow.global/MAMWV45 at the meeting date and time described above and in the accompanying 2024 Proxy Statement. There is no physical location for the Annual Meeting.
Regardless of whether you plan to attend Radian’s virtual Annual Meeting, we hope you will vote as soon as possible. For instructions about voting, please see “How Shares May Be Voted by Registered Stockholders” and “How Shares May Be Voted if Held in “Street Name”” beginning on page 2 of the 2024 Proxy Statement. Because the representation of stockholders at the Annual Meeting is very important, we thank you in advance for your participation.
By Order of the Board of Directors,
Edward J. Hoffman
General Counsel and Corporate Secretary
Wayne, Pennsylvania
April 5, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2024:
Our 2024 Proxy Statement and 2023 Annual Report to Stockholders are available at www.investorvote.com/RDN.
550 East Swedesford Road, Suite 350 | Wayne, PA 19087 | 800.523.1988 | radian.com
TABLE OF CONTENTS
| Page | |
|---|---|
| Information About Voting | 1 |
| Proposal 1—Election of Directors | 6 |
| Corporate Governance and Board Matters | 19 |
| Proposal 2—Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers | 31 |
| Proposal 3—Ratification of the Appointment of PricewaterhouseCoopers LLP | 32 |
| Executive Officers | 34 |
| Beneficial Ownership of Common Stock | 37 |
| Compensation of Executive Officers and Directors | 40 |
| Other Information | 93 |
Website References
Websites throughout this proxy statement are provided for reference only. Websites referred to herein are not incorporated by reference into this proxy statement.
i 2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.