MBIA INC. (NYSE:MBI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 7.01(b).DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The Company today announced that following a reassessment of the appropriate governance profile for the Company after its decision to cease, for now, efforts to actively pursue writing new insurance policies at its indirect subsidiary, National Public Finance Guarantee Corporation, Ms. Maryann Bruce, Mr. Keith Curry and Ms. Lois Scott have each resigned from the Board of Directors of MBIA Inc. (the “Company”), effective July 28, 2017.
Item 7.01.AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
(a) On July 27, 2017, the Board of Directors of the Company amended the Company’s By-Laws to reflect a reduction to the minimum required number of board members, from eight members to five members.Article II, Section 2.02 of the By-Laws has been amended and restated in its entirety to read as follows:
Section 2.02.Number.The number of Directors constituting the entire Board of Directors shall be not less than five and not more than thirteen and the number of directorships at any time within such minimum and maximum shall be the number fixed by resolution of the shareholders or by resolution adopted by a 66-2/3% vote of the Board of Directors or, in the absence thereof, shall be the number of Directors elected at the preceding Annual Meeting of shareholders [Section 33-737].
Item 7.01.REGULATION FD DISCLOSURE.
A copy of MBIA’s press release dated July 31, 2017, regarding the resignations of Ms. Bruce, Mr. Curry and Ms. Scott as directors has been attached hereto as Exhibit 99.1.
The information in the press release is being furnished, not filed, to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 7.01.FINANCIAL STATEMENTS AND EXHIBITS.
99.1Press Release issued by MBIA Inc. dated July 31, 2017.
MBIA INC ExhibitEX-99.1 2 aa51600532ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 MBIA Inc. Announces Changes to its Board of Directors PURCHASE,…To view the full exhibit click here
About MBIA INC. (NYSE:MBI)
MBIA Inc. (MBIA) is a holding company. The Company, through its subsidiary, National Public Finance Guarantee Corporation (National), is engaged in providing financial guarantee insurance to the United States public finance markets. MBIA’s segments include United States (U.S.) public finance insurance, international and structured finance insurance, and corporate. The U.S. public finance insurance segment is operated through National, and is engaged in generating new insurance business in National, consistent with its portfolio management and return requirements, and to maximize the economics of its existing insured portfolio through surveillance and remediation. The international and structured finance insurance business is primarily operated through MBIA Insurance Corporation and its subsidiaries (MBIA Corp.). The corporate segment is operated through the Company and its subsidiaries, including its service company, MBIA Services Corporation (MBIA Services).
