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MGIC (NYSE: MTG) investors back board, executive pay and PwC

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MGIC Investment Corporation reported the results of its Annual Meeting of Shareholders held on April 23, 2026. Shareholders elected all ten nominated directors, with most receiving over 185 million votes in favor and broker non-votes of 11,687,447 on each director proposal.

Shareholders also approved, on an advisory basis, the compensation of MGIC’s named executive officers for 2025 by a vote of 185,074,814 for, 1,662,530 against, 288,063 abstaining, and 11,687,447 broker non-votes. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 189,985,891 votes for, 8,593,371 against, and 133,592 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Executive pay advisory vote - For 185,074,814 shares Approval of 2025 named executive officer compensation
Executive pay advisory vote - Against 1,662,530 shares Opposing 2025 named executive officer compensation
Executive pay advisory vote - Broker non-votes 11,687,447 shares Advisory compensation proposal broker non-votes
Auditor ratification - For 189,985,891 shares Ratification of PwC as 2026 independent auditor
Auditor ratification - Against 8,593,371 shares Opposing PwC ratification
Director vote example - For 186,390,496 shares Votes for director nominee Teresita M. Lowman
Director vote example - For (low end) 180,610,149 shares Votes for director nominee Mark M. Zandi
Broker Non-Votes financial
"For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
named executive officers financial
"The compensation of our named executive officers for 2025 was approved"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"PricewaterhouseCoopers LLP as our independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Inline XBRL technical
"the cover page XBRL tags are embedded within the Inline XBRL document"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
0000876437false00008764372026-04-232026-04-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
Date of Report (Date of Earliest Event Reported): April 23, 2026
MGIC Investment Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
Wisconsin1-1081639-1486475
__________________________________
(State or other jurisdiction of incorporation)
_____________________
(Commission File Number)
____________________________
(I.R.S. Employer Identification No.)
    
250 E. Kilbourn AvenueMilwaukee,Wisconsin53202
________________________________
(Address of principal executive offices)
___________
(Zip Code)
Registrant’s telephone number, including area code:(414)347-6480
 
Not Applicable
 
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stockMTGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Item 5.07 Submission of Matters to a Vote of Security Holders
Our Annual Meeting of Shareholders was held April 23, 2026. At that meeting, shareholders took the following actions with respect to the proposals described in our 2026 Proxy Statement:
1.     The following directors were elected:

ForWithheldBroker Non-Votes
C. Edward Chaplin180,727,6206,297,78711,687,447
Curt S. Culver 183,857,6303,167,77711,687,447
Jay C. Hartzell 186,410,330615,07711,687,447
Martin P. Klein186,338,664686,74311,687,447
Teresita M. Lowman186,390,496634,91111,687,447
Timothy J. Mattke 185,646,6271,378,78011,687,447
Daniela O'Leary-Gill186,300,064725,34311,687,447
Sheryl L. Sculley186,369,791655,61611,687,447
Michael L. Thompson185,872,4791,152,92811,687,447
Mark M. Zandi 180,610,1496,415,25811,687,447



2.    The compensation of our named executive officers for 2025 was approved, on an advisory basis, by the following vote:

ForAgainstAbstainBroker Non-Votes
185,074,8141,662,530288,06311,687,447



3.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026 was approved by the following vote:

ForAgainstAbstain
189,985,8918,593,371133,592




Item 9.01. Financial Statements and Exhibits.
(d)     Exhibits. The following exhibits are being filed herewith:
Exhibit No.Description
104Cover 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.
   
  MGIC INVESTMENT CORPORATION
   
   
Date:April 23, 2026By: \s\ Paula C. Maggio
  Paula C. Maggio
  Executive Vice President, General Counsel and Secretary


FAQ

What did MGIC (MTG) shareholders decide at the 2026 annual meeting?

MGIC shareholders elected all nominated directors and approved key proposals. They backed 2025 executive compensation on an advisory basis and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026.

Were all MGIC (MTG) director nominees elected in 2026?

All MGIC director nominees were elected at the 2026 annual meeting. Individual support levels were high, with most nominees receiving more than 185 million votes in favor, alongside 11,687,447 broker non-votes reported for each director election proposal.

How did MGIC (MTG) shareholders vote on 2025 executive compensation?

Shareholders approved MGIC’s 2025 named executive officer compensation on an advisory basis. The vote totals were 185,074,814 shares for, 1,662,530 against, 288,063 abstentions, and 11,687,447 broker non-votes, indicating broad support for the company’s executive pay program.

Which auditor did MGIC (MTG) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as MGIC’s independent registered public accounting firm for 2026. The auditor ratification received 189,985,891 votes for, 8,593,371 against, and 133,592 abstentions, confirming continued shareholder support for the existing audit firm.

What are broker non-votes in MGIC (MTG) shareholder results?

Broker non-votes occur when brokers hold shares for clients but lack voting instructions on certain proposals. In MGIC’s 2026 meeting, director elections and the executive compensation advisory vote each showed 11,687,447 broker non-votes reported in the final tallies.

Filing Exhibits & Attachments

3 documents