MBIA INC
For the period ended Mar 31, 2025. Filed May 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
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Item 5. Other Information
Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 6, 2025 (the “Annual Meeting”). The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against each matter, and the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.
Proposal 1: Election of Directors. The shareholders elected the Company’s nominees to the Board of Directors. The voting results were as follows:
Nominees: For Against Abstain Broker Non-Votes
| Diane L. Dewbrey | 23,842,712 | 1,222,081 | 37,214 | 12,709,084 |
|---|---|---|---|---|
| William C. Fallon | 24,816,538 | 252,555 | 32,914 | 12,709,084 |
| Steven J. Gilbert | 24,683,536 | 381,461 | 37,010 | 12,709,084 |
| Janice L. Innis-Thompson | 24,754,000 | 303,243 | 44,764 | 12,709,084 |
| Theodore Shasta | 24,666,817 | 398,179 | 37,011 | 12,709,084 |
| Richard C. Vaughan | 24,666,709 | 398,194 | 37,104 | 12,709,084 |
Proposal 2: Approval, on an advisory basis, compensation paid to named executive officers. The shareholders voted to approve the compensation of the Company’s named executive officers listed in the proxy statement for the Annual Meeting. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 22,414,997 | 2,644,147 | 42,863 | 12,709,084 |
Proposal 3: Ratification of the selection of PricewaterhouseCoopers LLP as independent auditors for the Company. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2025. The voting results were as follows:
| For · Against · Abstain · Broker Non-Votes | ||
|---|---|---|
| 36,676,364 | 1,117,252 | 17,475 |
Proposal 4: Approval of the Amended and Restated MBIA Inc. Omnibus Incentive Plan. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 23,678,519 | 1,405,421 | 18,067 | 12,709,084 |
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