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Meeting calendar
MBI · Annual meeting · Tuesday, May 5, 2026

Mbia Inc

6 nominees · 3 ballot items.

Elect six directors for one-year terms; approve, on an advisory basis, the compensation paid to named executive officers (say-on-pay); and ratify PricewaterhouseCoopers LLP as independent auditors for 2026.

Market cap
$333M
1Y TSR
+36.6%
Board grade
C-
Record date
Mar 12, 2026
Filing
DEF 14A
Meeting concluded · May 5, 2026

Follow how the vote landed and what changed on Mbia Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.

Proposals

On the ballot3

  1. 1

    Election of Directors

    ManagementBoard: FOR

    Elect six directors to MBIA's Board to serve one-year terms expiring at the 2027 Annual Meeting.

  2. 2

    Approval of compensation paid to NEOs (Advisory 'Say-on-Pay

    ManagementBoard: FOR

    Advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the CD&A and executive compensation tables.

    More detail

    This advisory proposal asks shareholders to endorse MBIA’s executive compensation program as disclosed in the Compensation Discussion & Analysis and executive compensation tables. Management seeks shareholder approval to validate its pay decisions and to obtain feedback via a non-binding vote that the Compensation and Governance Committee will consider when setting future compensation. The company emphasizes alignment of pay with long-term shareholder value in a run-off business environment, retention of experienced executives, and a mix of cash and long-vested equity tied to performance (including a corporate scorecard and TSR-based performance shares). The board recommends approval, arguing the program ties compensation to remediation of troubled credits (notably PREPA), liquidity and adjusted book value objectives, and includes governance features like clawbacks, anti-hedging, stock ownership guidelines and long multi-year vesting to mitigate excessive risk-taking. MBIA reports strong historical shareholder support for say-on-pay and significant shareholder engagement, which the Committee cites in support of the approach. The vote is advisory and not binding, but will inform future decisions and committee deliberations. Given MBIA’s run-off status, the program places heavy weight on retention and long-vested equity to preserve institutional knowledge while aligning executives’ interests with shareholders; management frames the outcome-driven results (e.g., 2025 incentive payouts above target) as evidence of effective pay-for-performance. The Board’s recommendation centers on these points, presenting the advisory vote as a governance check and a signaling mechanism to shareholders rather than a substantive contractual change.

  3. 3

    Ratification of PricewaterhouseCoopers LLP as Independent Auditors for 2026

    ManagementBoard: FOR

    Ratify the selection of PricewaterhouseCoopers LLP as MBIA’s independent registered public accounting firm for the 2026 fiscal year.

Director elections

Nominees on the ballot6

Independent
Tenure on this board
15.2 yrs
Also a director at
Empire State Realty Trust Inc (ESRT)
Independent
Tenure on this board
17.0 yrs
Also a director at
Chubb Ltd (CB)
Ownership

Top institutional holders10

Latest 13F quarter
1Wolf Hill Capital Management, LP5.0%2,545,543$15M
2KAHN BROTHERS GROUP INC4.0%2,056,434$12M
3VANGUARD CAPITAL MANAGEMENT LLC3.9%1,975,239$12M
4VALUEWORKS LLC3.8%1,931,890$11M
5BlackRock, Inc.3.4%1,733,020$10M
6Hosking Partners LLP3.1%1,584,913$9M
7BlackRock, Inc.2.6%1,313,278$8M
8STATE STREET CORP2.1%1,068,753$6M
9TCW GROUP INC2.0%1,038,460$6M
10GEODE CAPITAL MANAGEMENT, LLC1.8%905,633$5M
Filings

Recent key filings

Periodic reports
Definitive proxies
Reference

Frequently asked questions

When is the Mbia Inc 2026 annual meeting?
Mbia Inc (MBI) holds its 2026 annual shareholder meeting on Tuesday, May 5, 2026.
What is the record date for the Mbia Inc 2026 meeting?
The record date for the Mbia Inc 2026 meeting is Thursday, March 12, 2026. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Mbia Inc's 2026 meeting?
The board is presenting 6 director nominees at the Mbia Inc 2026 meeting, listed with their independence status and background.
What proposals will shareholders vote on at the Mbia Inc 2026 meeting?
Shareholders will vote on 3 proposals at the Mbia Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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