Mgic Investment Corp

This proposal asks shareholders to cast a non‑binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy materials. Management frames the vote as a governance matter required by Section 14A and uses the outcome as feedback: although the vote does not legally bind the Board, the MDNG Committee and the Board commit to reviewing and considering the voting results when setting future pay practices. The context includes a compensation program emphasizing performance‑based pay (a majority of NEO target TDC is at risk), long‑term equity awards tied principally to cumulative adjusted book value per share growth, and an annual bonus formula driven by ROE, NIW and IIF plus strategic objectives. Management highlights strong 2025 financial performance (outperformance on ROE, NIW and IIF) and recent changes to the long‑term equity mix (60% performance/40% time in 2025) designed to align with peer practice and retention goals. The company also emphasizes governance features—stock ownership guidelines, holding requirements, clawback policy, limits on hedging/pledging, and a capped change‑in‑control framework—that it argues align pay with shareholder interests. Shareholders should view this vote as an evaluation of whether the design and outcomes of the company’s compensation program appropriately tie pay to multi‑year growth and risk management, especially given the materiality of equity awards and recent strong TSR and ABV performance. While the Board recommends FOR, the vote remains advisory and investors may weigh pay opportunity, realized pay (CAP), and pay‑for‑performance metrics such as adjusted book value per share growth and total shareholder return when deciding how to vote. The MDNG Committee’s prior engagement with large shareholders and historically high Say‑on‑Pay support (>98% in recent years) provide additional context but do not preclude investor scrutiny of equity plan design, vesting conditions, and change‑in‑control protections.

This catch‑all proposal provides the means for shareholders and management to transact routine or unforeseen business that is properly presented at the Annual Meeting but not specified in the proxy materials. Practically, such matters are typically ministerial or procedural—e.g., motions to adjourn, procedural questions, or votes on matters that arise during the meeting—and historically are exercised at the discretion of meeting chairs and subject to the company’s bylaws and applicable law. From a governance perspective, inclusion of an 'other matters' item does not confer substantive new authority; instead it preserves the meeting’s ability to address timely matters such as ministerial adjustments, tabulation issues, or permissible shareholder motions that meet procedural requirements. Investors should be aware that brokers generally have no discretionary voting power on non‑routine matters, so outcomes on unexpected items will reflect the instructions of beneficial owners present or voting by proxy. The Board offers no specific recommendation for unknown future matters and shareholders should evaluate any such proposals on the merits if and when they are presented. Given the company states that it knows of no other business to be presented and that no shareholder proposals will be presented this year, the practical likelihood of substantive items arising under this proposal is low.