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MBIA INC Proxy Solicitation & Information Statement 2017

Mar 22, 2017

33087_rns_2017-03-22_7668acb9-912f-4d47-bf65-aaac2c0f1b96.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d360019ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

MBIA Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 03, 2017

MBIA INC.
Meeting Type: Annual Meeting
For holders as of: March 09, 2017
Date: May 03, 2017 Time: 10:00 AM EDT
Location: MBIA Inc.
2 Manhattanville Road Conference Room 2 First Floor Purchase, New York 10577
MBIA Inc. 1 Manhattanville Road Suite 301 Purchase, NY 10577
See the reverse side of this notice to obtain proxy materials and voting
instructions.

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How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
  1. Notice and Proxy Statement 2. Annual Report
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com .
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one.
There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL *: [email protected]
*
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before April 19, 2017 to facilitate timely delivery.
— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person : Many shareholder meetings have attendance requirements including, but not limited to, the
possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet : To vote now by Internet, go to www.proxyvote.com . Have the information that is printed
in the box marked by the arrow available and follow the instructions.
Vote By Mail : You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting items

The Board of Directors recommends you vote FOR the following: 1. Election of Directors 1a Joseph W. Brown 1b Maryann Bruce 1c Francis Y. Chin 1d Keith D. Curry 1e William C. Fallon 1f Steven J. Gilbert 1g Charles R. Rinehart 1h Lois A. Scott 1i Theodore Shasta 1j Richard C. Vaughan The Board of Directors recommends you vote FOR the following proposal: 2. To approve, on an advisory basis, executive compensation. The Board of Directors recommends you vote 1 YEAR on the following proposal: 3. Advisory vote on the frequency of executive compensation votes.

The Board of Directors recommends you vote FOR the following proposals:

  1. To approve the performance goals in the MBIA Inc. 2005 Omnibus Incentive Plan, as amended, for purposes of Section 162(m) of the Internal Revenue Code.

  2. To ratify the selection of PricewaterhouseCoopers LLP, certified public accountants, as independent auditors for the Company for the year 2017.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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