MBIA Inc. (MBI) Earnings Call Transcript & Summary

Good morning, and welcome to the MBIA Inc. Annual Meeting of Shareholders. I would now like to turn the conference over to Bill Fallon, President and CEO of MBIA Inc. Please go ahead.

Good morning. I'm Bill Fallon, President and CEO, and it's my pleasure to welcome you to our 2020 Annual Meeting of Shareholders. I'm joined today by Jonathan Harris, our General Counsel and Corporate Secretary, who will preside over this meeting. It is 10:25 a.m. on Tuesday, May 5, 2020, and I now call this meeting to order. On behalf of our directors, officers and employees, I want to thank you for joining us at our first virtual annual meeting of shareholders. We changed this form to allow for the safe participation of our shareholders, management, Board members, auditors and election inspector. Following official items of business, we will answer questions related to today's proxy agenda items. You may ask a question by typing it into the box at the bottom of the screen at any time during this meeting. Now I will ask Jonathan Harris to conduct the business agenda.

Thank you, Bill. We are pleased to be joined today by all 6 members of our Board of Directors. Also in attendance on behalf of PricewaterhouseCoopers LLP, our independent auditing firm, is Ms. Colette Cribbin and Mr. Richard Kefford. I would also like to welcome Ms. Tracy Oats, who represents Broadridge and is the inspector of elections for this meeting. Turning our attention to today's business. I have received an affidavit from our inspector of elections, confirming that the mailing of our annual report, proxy statement and proxy card commenced on March 25, 2020, to shareholders of record as of March 10, 2020. 91% of the voting power of those shares is represented at this meeting by proxy. A quorum, therefore, is present, and I now declare this meeting official and open for conducting the items on the agenda. This meeting is governed by Connecticut corporation law and the company's bylaws. We have 4 proposals before us today as presented in the proxy statement. The first is for the election of directors. All 6 directors have been nominated and named in the proxy statement for election to a 1-year term expiring at the 2021 Annual Meeting. They are Ms. Diane L. Dewbrey; Mr. William C. Fallon; Mr. Steven J. Gilbert; Mr. Richard C. Vaughan, Mr. Charles R. Rinehart; and Mr. Theodore Shasta. All are current directors of the company. The second proposal is for shareholders to provide an advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. This advisory vote on executive compensation is not binding. However, the company's Board of Directors will take into account the result of the vote when determining future executive compensation arrangements. The third proposal is for the ratification of the appointment of our independent registered public accounting firm, PricewaterhouseCoopers LLP for the fiscal year ending December 31, 2020. The fourth and final proposal is for the approval of the company's amended and restated omnibus incentive plan. We will now turn our attention to the voting of the shares. If you have not yet submitted a proxy card and wish to vote on these items or wish to revoke a proxy card you have previously signed, you may vote your shares by clicking on the Vote Here button on your screen now. You will need the control number provided on your proxy in order to vote your shares online. We will now pause to allow shareholders to vote. [Voting]

The polls are now officially closed, and I will ask our inspector of elections Ms. Tracy Oats to announce the results of the voting.

Thank you, Jonathan. With respect to proposal 1, Ms. Diane L. Dewbrey; Mr. William C. Fallon; Mr. Steven J. Gilbert; Mr. Richard C. Vaughan, Mr. Charles R. Rinehart; and Mr. Theodore Shasta have each been elected to serve as a director until the 2021 meeting of shareholders on the company's Board of Directors. With respect to proposal 2, shareholders have voted in support of the compensation of MBIA's named executive officers as described in the proxy statement. With respect to proposal 3, shareholders have approved the ratification of the appointment of PricewaterhouseCoopers as the company's independent auditor for 2020. With respect to proposal 4, shareholders have approved the company's amended and restated omnibus incentive plan. I will now turn the meeting back over to Jonathan.

Thank you, Ms. Oats. Before we begin our question-and-answer period, please take a moment to review our safe harbor disclosure statements, which have been posted under Meeting Materials on the webcast screen. The company will file an 8-K with the SEC detailing the final voting results of today's agenda items within 48 hours of the conclusion of today's proceedings. There being no other business to attend to, I declare the business portion of the 2020 Annual Meeting concluded. Bill Fallon will now lead the question-and-answer period.

[Operator Instructions] We have not received any questions. If at any time you have a question about MBIA Inc. that you wish to have answered, please contact Mr. Greg Diamond, Managing Director, Head of Investor and Media Relations at (914) 765-3190. I'd like to conclude by thanking everyone again participating in today's meeting and for your continued support of MBIA Inc. The meeting is now adjourned.

Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect. Have a great day.