Mbia Inc 8-K, filed Oct 28, 2021
Mbia Inc (MBI)
About this 8-K
Mbia Inc filed this 8-K on October 28, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(d) Election of Director.
On October 27, 2021, the Board of Directors of MBIA Inc. (“MBIA”) elected Janice Innis-Thompsonas a member of MBIA’s Board of Directors. In connection with Ms. Innis-Thompson’s election, the Board of Directors increased its size from six to seven directors.
Effective October 27 2021, the Board of Directors of MBIA Inc. appointed Ms. Innis-Thompson to serve on the Audit, Finance and Risk and Compensation and Governance Committees of the Board.
MBIA’s Board of Directors has determined that Ms. Innis-Thompson is an Independent Director under the independence standards set forth in the New York Stock Exchange Corporate Governance Listing Standards and in the MBIA Inc. Board Corporate Governance Practices.
Ms. Innis-Thompson will participate in the compensation and benefit program for independent directors as described under the heading “Independent Directors’ compensation” in MBIA’s Proxy Statement for its Annual Meeting of Shareholders held on May 5, 2021 (filed with the Securities and Exchange Commission on March 23, 2021).
Item 7.01. Regulation FD Disclosure.
A copy of MBIA’s press release dated October 28, 2021 regarding the election of Ms. Innis-Thompson as a director is furnished as part of this Current Report as Exhibit 99.1.
The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Exhibit 99.1 will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| 99.1 | Press Release issued by MBIA Inc. dated October 28, 2021. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |
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.
| MBIA INC. | ||
| By: | /s/ Jonathan C. Harris | |
| Jonathan C. Harris | ||
| General Counsel | ||
Date: October 28, 2021
Exhibit 99.1
Janice Innis-Thompson Elected to MBIA Inc.’s Board of Directors
PURCHASE, N.Y.—(BUSINESS WIRE)—MBIA Inc. (NYSE:MBI) (the Company) today announced that yesterday, Wednesday, October 27, 2021, Ms. Janice Innis-Thompson (55) was elected to the Company’s Board of Directors, where she will also serve as a member of the Audit; Finance and Risk; and Compensation and Governance Committees.
Ms. Innis-Thompson is currently a director at the Executive Leadership Council and National Forest Foundation. She has also served on Boards for Bridge Builder Mutual Fund, an Edward Jones Complex; The Wardlaw-Hartridge School; Board IQ; New York Police Department Audit Advisory Board; and Hale House. Since 2020, Ms. Innis-Thompson has been Senior Vice President, Corporate Litigation & Legal Operations for Nationwide. For the three prior years, she was Chief Compliance Officer for Samsung Electronics America.
“We are pleased that Janice has accepted our invitation to join the MBIA Board,” said Charles Rinehart, Chairman of the MBIA Inc. Board of Directors. “We are confident that Janice’s legal and compliance experience will contribute positively to our efforts to enhance MBIA Inc.’s shareholder value.”
Ms. Innis-Thompson earned a BS degree in Public Relations from University of Florida and a Juris Doctor degree from University of Florida – Fredric G. Levin College of Law. Prior to her employment with Samsung Electronics America, Ms. Innis-Thompson was Senior Managing Director, Chief Compliance & Ethics Officer during a 10-year career at TIAA.
Forward-Looking Statements
This release includes statements that are not historical or current facts and are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,, “anticipate,” “project,” “plan,” “expect,” “estimate,” “intend,” “will,” “will likely result,” “looking forward,” or “will continue,” and similar expressions identify forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including, among other factors, the possibility that MBIA Inc. or National will experience increased credit losses or impairments on public finance obligations issued by state, local and territorial governments and finance authorities that are experiencing unprecedented fiscal stress; the possibility that loss reserve estimates are not adequate to cover potential claims; MBIA Inc.’s or National’s ability to fully implement their strategic plan; changes in general economic and competitive conditions; and the impact on our insured portfolios or business operations caused by the global spread of the novel coronavirus COVID-19. These and other factors that could affect financial performance or could cause actual results to differ materially from estimates contained in or underlying MBIA Inc.’s or National’s forward-looking statements are discussed under the “Risk Factors” section in MBIA Inc.’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which may be updated or amended in MBIA Inc.’s subsequent filings with the Securities and Exchange Commission. MBIA Inc. and National caution readers not to place undue reliance on any such forward-looking statements, which speak only to their respective dates. National and MBIA Inc. undertake no obligation to publicly correct or update any forward-looking statement if it later becomes aware that such result is not likely to be achieved.
MBIA Inc., headquartered in Purchase, New York is a holding company whose subsidiaries provide financial guarantee insurance for the public and structured finance markets. Please visit MBIA’s website at www.mbia.com.
Contacts
MBIA Inc.
Greg Diamond, 914-765-3190
Managing Director, Head of
Investor and Media Relations
greg.diamond@mbia.com