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false0000876437 0000876437 2020-04-23 2020-04-23


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
Date of Report (Date of Earliest Event Reported):
 
April 23, 2020
MGIC Investment Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
Wisconsin
1-10816
39-1486475
__________________________________
(State or other jurisdiction of incorporation)
_____________________
(Commission File Number)
____________________________
(I.R.S. Employer Identification No.)
  
 
 
 
250 E. Kilbourn Avenue
Milwaukee,
Wisconsin
53202
________________________________
(Address of principal executive offices)
___________
(Zip Code)
Registrant’s telephone number, including area code:
 (414)
347-6480
 
Not Applicable
 
 
Former name or former address, if changed since last report
 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common stock
 
MTG
 
New York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]





Item 5.07.    Submission of Matters to a Vote of Security Holders.
Our Annual Meeting of Shareholders was held April 23, 2020. At that meeting, shareholders took the following actions with respect to the proposals described in our 2020 Proxy Statement:

1.     The following directors were elected:
 
 
 
For
 
Withheld
 
Broker Non-Votes
 
Daniel A. Arrigoni
 
263,957,643

 
567,467

 
24,699,752

 
C. Edward Chaplin
 
264,032,654

 
492,456

 
24,699,752

 
Curt S. Culver
 
263,218,004

 
1,307,106

 
24,699,752

 
Jay C. Hartzell
 
263,978,680

 
546,430

 
24,699,752

 
Timothy A. Holt
 
263,956,323

 
568,787

 
24,699,752

 
Kenneth M. Jastrow, II
 
255,625,326

 
8,899,784

 
24,699,752

 
Jodeen A. Kozlak
 
262,512,512

 
2,012,598

 
24,699,752

 
Michael E. Lehman
 
258,382,821

 
6,142,289

 
24,699,752

 
Melissa B. Lora
 
262,467,111

 
2,057,999

 
24,699,752

 
Timothy J. Mattke
 
263,989,190

 
535,920

 
24,699,752

 
Gary A. Poliner
 
263,948,383

 
576,727

 
24,699,752

 
Sheryl L. Sculley
 
263,958,333

 
566,777

 
24,699,752

 
Mark M. Zandi
 
264,030,136

 
494,974

 
24,699,752



2.
The compensation of our named executive officers for 2019 was approved, on an advisory basis, by the following vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
252,668,559

 
11,663,058

 
193,493

 
24,699,752



3.
Our 2020 Omnibus Incentive Plan was approved by the following vote:

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
252,626,759

 
11,720,480

 
177,871

 
24,699,752

    

4.
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020 was approved by the following vote:

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
278,668,188

 
10,463,866

 
89,808

 
—





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
MGIC INVESTMENT CORPORATION
 
 
 
 
 
 
Date:
April 27, 2020
By: \s\ Paula C. Maggio
 
 
 
 
 
Paula C. Maggio
 
 
Executive Vice President, General Counsel and Secretary