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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 27, 2023

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

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))

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

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. [  ]

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Item 5.07 Submission of Matters to a Vote of Security Holders

Our Annual Meeting of Shareholders was held April 27, 2023. At that meeting, shareholders took the following actions with respect to the proposals described in our 2023 Proxy Statement:

1.     The following directors were elected:

			For						Withheld						Broker Non-Votes
Analisa M. Allen			247,681,859						479,725						14,878,284
Daniel A. Arrigoni			244,795,524						3,366,060						14,878,284
C. Edward Chaplin			246,715,541						1,446,043						14,878,284
Curt S. Culver			243,725,292						4,436,292						14,878,284
Jay C. Hartzell			247,353,290						808,294						14,878,284
Timothy A. Holt			241,829,046						6,332,538						14,878,284
Jodeen A. Kozlak			243,589,196						4,572,388						14,878,284
Michael E. Lehman			235,922,475						12,239,109						14,878,284
Teresita M. Lowman			247,297,141						864,443						14,878,284
Timothy J. Mattke			246,201,525						1,960,059						14,878,284
Sheryl L. Sculley			247,295,230						866,354						14,878,284
Mark M. Zandi			245,717,145						2,444,439						14,878,284

            

2.    The compensation of our named executive officers for 2022 was approved, on an advisory basis, by the following vote:

For						Against						Abstain						Broker Non-Votes
243,631,394						4,242,357						287,833						14,878,284

3.    The shareholders indicated, on an advisory basis, the preferred frequency of advisory votes on the

compensation of our named executive officers to be one year by the following vote:

1 Year						2 Years						3 Years						Abstain						Broker Non-Votes
235,222,819						293,869						12,461,212						183,684						0

4.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023 was approved by the following vote:

For						Against						Abstain
254,893,895						8,027,994						117,979

    

 

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Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits. The following exhibits are being filed herewith:

			Exhibit No.			Description
			104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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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 28, 2023			By: \s\ Paula C. Maggio
						Paula C. Maggio
						Executive Vice President, General Counsel and Secretary