MGIC Investment Corporation (MTG) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I would now like to hand the conference over to Mr. Mike Zimmerman. The floor is yours.

Thank you, Nita. Good morning. I am Mike Zimmerman, MGIC Corporate -- Investment Corporation's Senior Vice President of Investor Relations. Welcome to our 2020 Annual Shareholder Meeting, which we are hosting in a virtual format this year given the constraints placed upon us by COVID-19 outbreak. During the meeting, assistance for anyone having technical difficulties can be accessed by dialing the telephone number found on the website. On our meeting screen, you will see several sections which contain the following: an agenda for the meeting, a place for you to vote or to update your previous vote, a place for you to ask questions, and the meeting materials, including the rules of conduct for the meeting. Please take a moment to review these rules. During this meeting, we will answer questions that are pertinent to the business of the meeting. We understand that there may be questions concerning the impact of COVID-19 outbreak on the business of the company. While we cannot address those questions here, we will be addressing that topic in our first quarter 2020 earnings call, which we have scheduled for May 8, 2020. And we encourage you to listen to that call. Now I would like to turn the meeting over to Curt Culver, our Chairman of the Board, who will chair the meeting.

Thank you, Mike, and good morning. As Mike indicated, I'm Curt Culver, and I will chair the meeting, actually, for the 21st time and, by far, the most unusual. So with that, let me call the meeting to order. Joining me in hosting the meeting are Tim Mattke, our CEO; and Paula Maggio, our General Counsel and Corporate Secretary. Paula has affidavit certifying that our annual report and proxy statement were mailed beginning on March 23, and that a notice of change in the location of the meeting was mailed on April 7, 2020, in each case, to shareholders of record as of March 6. The affidavit will be filed with the records of this meeting. A list of shareholders entitled to vote is available for inspection in the meeting materials. [ Kris Sundberg ], representing Broadridge Financial Solutions, is serving as inspector of election for this meeting. Kris, do we have a quorum?

Yes, we do, Mr. Culver. More than 84% of the shares entitled to vote are represented in person or by proxy at this meeting.

Thank you, Kris. At our meeting today, we'll be acting on 4 matters: first, electing 13 directors; second, conducting an advisory vote regarding approval of our executive compensation; third, approving the MGIC Investment Corporation 2020 Omnibus Incentive Plan; and finally, ratifying the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for 2020. All of these items were explained in our proxy statement. Our first business item is the election of the 13 directors named in the proxy statement. It is my pleasure to introduce the directors standing for reelection, each of whom is virtually attending this meeting: first, Dan Arrigoni, formerly President, Chief Executive Officer of U.S. Bank Home Mortgage Corporation; Chuck Chaplin, formerly the President, Chief Financial Officer of MBIA; Jay Hartzell, named Interim President of the University of Texas at Austin, effective July 1, 2020 and currently dean of its McCombs School of Business; Tim Holt, formerly Senior Vice President, Chief Investment Officer of Aetna; Kenny Jastrow, a private investor and Corporate Director and former Chairman and Chief Executive Officer of Temple-Inland; Jody Kozlak, Former and CEO -- Founder and CEO of Kozlak Capital Partners and former Global Senior Vice President of Human Resources for Alibaba; Michael Lehman, Special Adviser to the Chancellor of the University of Wisconsin and Interim Chief Operating Officer of the Wisconsin School of Business, and previously Chief Financial Officer of a number of companies, including Sun Microsystems; Melissa Lora, former President of Taco Bell International; Tim Mattke, who I already introduced; Skip Poliner, former President of Northwestern Mutual Life Insurance Company; Sheryl Sculley, formerly City Manager of the City of San Antonio, Texas, the Chief Executive Officer of the municipal corporation; Mark Zandi, Chief Economist for Moody Analytics; and myself. Notice of no other nominations was given to the corporation. As a result, under our bylaws, no other nominations can be made. The Board of Directors unanimously recommends a vote for each of the 13 nominees. The second item of business is an advisory vote to approve executive compensation for 2019. The Board of Directors unanimously recommends a vote for approval of this matter. The third agenda item is approval of the 2020 Omnibus Incentive Plan. The Board of Directors unanimously recommends a vote for approval of this matter. The fourth and final agenda item is ratifying the appointment of the corporation's independent registered public accounting firm. The Audit Committee has reappointed PricewaterhouseCoopers for 2020. The Board of Directors unanimously recommends a vote for approval of this matter. Also attending the meeting virtually and available for questions is Kathy-Ann Edwards, our engagement partner from PricewaterhouseCoopers. Tim, have we received any questions that are pertinent to the business of the meeting?

Curt, no, we have not received any questions pertinent to the business of the meeting. Remember that our first quarter 2020 earnings call is scheduled for May 8, 2020, and we encourage you to listen to that call. I will turn the meeting back over to Curt.

Thanks, Tim. The polls are now open for all agenda items. Any shareholder who hasn't yet voted or who wishes to change their vote may do so by clicking the Vote Here button on their screen and following the instructions there. Shareholders who have sent in proxies or voted via telephone or online and who do not want to change their votes do not need to take any further action. We'll pause a few seconds while the votes are being counted. [Voting]

Now that everyone has had an opportunity to vote, the polls are now closed. I believe the inspector of election has completed the counting of the votes. Kris, may we have your report?

On the election of the 13 directors, at least 96% of the votes cast were voted for the 13 nominees. On the advisory proposal to approve our executive compensation, at least 95% of the votes cast were cast for approval. On the proposal to approve the 2020 Omnibus Incentive Plan, at least 95% of the votes cast were voted for the proposal. On the proposal to ratify the appointment of PricewaterhouseCoopers as our independent registered accounting firm, at least 96% of the votes cast were voted for the proposal. This report is subject to final tabulation, but that should not change the results materially. Also, the final report will include the number of votes on each item.

Thank you, Kris. On the basis of the inspector's report, each of the nominees has been duly elected as a Director of MGIC Investment Corporation. The executive compensation for 2019 has been approved. The 2020 Omnibus Incentive Plan has been approved. And finally, the appointment of PricewaterhouseCoopers as independent registered public accounting firm for 2020 has been ratified. No notice of any other business was given to the corporation. Under our bylaws, the formal business of our meeting is over. In my capacity as Chairman, I declare the meeting adjourned. Thank you all for being with us today and stay well. Thank you.

And this does conclude today's conference. Thank you for participating. You may now disconnect.