MBIA (MBI) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 5, 2026, will be held virtually to ensure universal access for all shareholders.

• Shareholders will vote on the election of six directors, an advisory say-on-pay for executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditors for 2026.

• Proxy materials are available online, and shareholders can vote via internet, phone, mail, or during the live webcast.

• A quorum requires participation by holders of 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 expiring at the 2027 annual meeting.

• Proposal 2: Advisory vote on executive compensation as disclosed in the proxy statement.

• Proposal 3: Ratification of PricewaterhouseCoopers LLP as independent auditors for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of a significant majority of independent directors, with separate Chairman and CEO roles.

• Board committees: Executive, Finance and Risk, Compensation and Governance, and Audit, each with defined charters and responsibilities.

• Directors are expected to attend at least 75% of meetings; all met this requirement in 2025.

• Board diversity is emphasized, considering a range of skills, backgrounds, and personal characteristics.

• Shareholders may recommend director nominees; no shareholder nominees in 2025.