{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-136552","form_type":"8-K","ticker":"MBI","cik":"0000814585","company_name":"MBIA INC","filed_at":"2023-05-05T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.341508+00:00","generated_at":"2026-06-15T18:45:33.095170+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.15,"confidence":"high","headline":"MBIA shareholders elect directors, approve say-on-pay, ratify PwC; frequency vote chooses 1 year","bullets":["All 7 director nominees elected; Steven J. Gilbert received 11.05% votes against (3.84M shares), highest opposition.","Advisory say-on-pay approved with 95.03% of votes in favor (32.92M for, 1.72M against).","Ratification of PwC as independent auditor for 2022 passed with 97.94% of votes (44.35M for).","Advisory vote on frequency of executive compensation votes: 91.30% favored 1 year, 8.59% favored 3 years."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-136552","json":"https://secwatch.observer/filing/0001193125-23-136552.json","markdown":"https://secwatch.observer/filing/0001193125-23-136552.md","text":"https://secwatch.observer/filing/0001193125-23-136552.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/814585/000119312523136552/0001193125-23-136552-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/814585/000119312523136552/d363695d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T18:45:33.095170+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1bf2253bca459047dbc9fa20a861db03b60c2932","claim":"MBIA INC shareholders approved Election of Directors at the 2023-05-03 meeting.","evidence_excerpt":"Proposal 1: Election of Directors . The shareholders elected the Company’s nominees to the Board of Directors. The voting results were as follows: Nominees For (% of shares voted) Against (% of shares voted) Abstained Broker Non-Votes Diane L. Dewbrey 33,732,175 (97.15 %) 988,075 (2.84 %) 18,271 10,632,682 William C. Fallon 33,592,375 (97.85 %) 736,469 (2.14 %) 409,677 10,632,682 Steven J. Gilbert 30,875,379 (88.94 %) 3,837,980 (11.05 %) 25,162 10,632,682 Janice L. Innis-Thompson 33,754,247 (97.21 %) 965,986 (2.78 %) 18,288 10,632,682 Charles R. Rinehart 33,163,190 (95.53 %) 1,550,186 (4.46 %) 25,145 10,632,682 Theodore Shasta 33,608,125 (96.81 %) 1,105,251 (3.18 %) 25,145 10,632,682 Richard C. Vaughan 33,630,518 (96.88 %) 1,082,832 (3.11 %) 25,171 10,632,682","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/814585/000119312523136552/0001193125-23-136552-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-03"}],"fact_type":"shareholder_vote"},{"claim_id":"68767f77ac0e35e0d2292370398a36ad6546557b","claim":"MBIA INC shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-03 meeting.","evidence_excerpt":"Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022. The voting results were as follows: For (% of shares voted) Against (% of shares voted) Abstained Broker Non-Votes 44,345,401 (97.94%) 928,800 (2.05%) 97,002","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/814585/000119312523136552/0001193125-23-136552-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-03"}],"fact_type":"shareholder_vote"},{"claim_id":"92d7c237b6551422995967ecadb8e8bbea506df9","claim":"MBIA INC shareholders approved Approval of Compensation Paid to Named Executive Officers at the 2023-05-03 meeting.","evidence_excerpt":"Proposal 2: Approval of Compensation Paid to Named Executive Officers. The shareholders voted to approve the compensation of the Company’s named executive officers listed in the proxy statement for the Annual Meeting. The shareholder vote is advisory and non-binding. The voting results were as follows: For (% of shares voted) Against (% of shares voted) Abstained Broker Non-Votes 32,921,805 (95.03%) 1,719,969 (4.96%) 96,747 10,632,682","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/814585/000119312523136552/0001193125-23-136552-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-03"}],"fact_type":"shareholder_vote"},{"claim_id":"c4e791479b786272f9873402fe622a6823c020a1","claim":"MBIA INC shareholders approved Advisory Vote on the Frequency of Executive Compensation Votes at the 2023-05-03 meeting.","evidence_excerpt":"Proposal 4: Advisory Vote on the Frequency of Executive Compensation Votes. The voting results were as follows: 1 Year (% of shares voted) 2 Years (% of shares voted) 3 Years (% of shares voted) voted) Abstain Broker Non-Votes 31,696,190 (91.30%) 33,720 (0.09%) 2,983,231 (8.59%) 25,380 10,632,682","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/814585/000119312523136552/0001193125-23-136552-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-03"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}