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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 25, 2024

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 25, 2024. At that meeting, shareholders took the following actions with respect to the proposals described in our 2024 Proxy Statement:

1.     The following directors were elected:

			For						Withheld						Broker Non-Votes
Analisa M. Allen			242,871,722						338,770						11,310,054
Daniel A. Arrigoni			239,141,659						4,068,833						11,310,054
C. Edward Chaplin			241,585,166						1,625,326						11,310,054
Curt S. Culver			238,655,499						4,554,993						11,310,054
Jay C. Hartzell			242,949,240						261,252						11,310,054
Timothy A. Holt			236,325,995						6,884,497						11,310,054
Jodeen A. Kozlak			241,026,056						2,184,436						11,310,054
Michael E. Lehman			230,608,469						12,602,023						11,310,054
Teresita M. Lowman			242,869,914						340,578						11,310,054
Timothy J. Mattke			241,391,959						1,818,533						11,310,054
Sheryl L. Sculley			242,869,771						340,721						11,310,054
Michael L. Thompson			243,077,777						132,715						11,310,054
Mark M. Zandi			241,052,883						2,157,609						11,310,054

            

2.    The compensation of our named executive officers for 2023 was approved, on an advisory basis, by the following vote:

For						Against						Abstain						Broker Non-Votes
241,173,843						1,829,038						207,611						11,310,054

3.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024 was approved by the following vote:

For						Against						Abstain
242,734,246						11,655,853						130,447

    

 

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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 26, 2024			By: \s\ Paula C. Maggio
						Paula C. Maggio
						Executive Vice President, General Counsel and Secretary