MBIA (MBI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 6, 2025, in a virtual format to ensure universal access for all shareholders.

• Shareholders will vote on director elections, executive compensation (say-on-pay), auditor ratification, and an amended Omnibus Incentive Plan.

• Proxy materials are available online, with options for electronic or paper delivery and multiple voting methods (internet, phone, mail, live webcast).

• A quorum requires a majority of outstanding shares; each share equals one vote.

Voting matters and shareholder proposals

• Proposal 1: Election of six directors for a one-year term.

• Proposal 2: Advisory vote on executive compensation for named executive officers.

• Proposal 3: Ratification of PricewaterhouseCoopers LLP as independent auditors for 2025.

• Proposal 4: Approval of the Amended and Restated Omnibus Incentive Plan, increasing share reserve by 3 million shares.

Board of directors and corporate governance

• Board consists of six directors, with a majority being independent and diverse in skills and backgrounds.

• Three standing committees: Audit, Finance and Risk, and Compensation & Governance, all with independent members.

• Board leadership is separated between Chairman and CEO roles.

• Directors are expected to attend at least 75% of meetings and all attended the 2024 annual meeting.

• Board diversity and director selection emphasize a range of experiences and backgrounds.