0001547903false00015479032024-05-092024-05-09

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 8, 2025

NMI Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-36174 45-4914248
(State or Other Jurisdiction
 of Incorporation)		 (Commission
 File Number)		 (IRS Employer
 Identification No.)

2100 Powell Street, 12th Floor, Emeryville, CA
(Address of Principal Executive Offices)
94608
(Zip Code)
(855) 530-6642
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):

☐     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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 NMIH Nasdaq
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the 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
The Company's Annual Meeting of Stockholders was held on May 8, 2025. On March 11, 2025, the record date for the Annual Meeting, 78,238,719 shares of the Company’s common stock were outstanding and entitled to vote, of which 90.64% were present for purposes of establishing a quorum. At that meeting, stockholders took the actions below with respect to the proposals described in the Proxy.
1.The following directors were elected:
FOR WITHHELD BROKER NON-VOTES
Bradley M. Shuster 62,620,350 4,934,026 3,368,300
Adam S. Pollitzer 66,482,459 1,071,917 3,368,300
Michael Embler 64,579,871 2,974,505 3,368,300
John C. Erickson 67,118,025 436,351 3,368,300
Priya Huskins 66,337,544 1,216,832 3,368,300
Lynn S. McCreary 65,989,323 1,565,053 3,368,300
Michael Montgomery 64,578,657 2,975,719 3,368,300
Regina L. Muehlhauser 67,108,976 445,400 3,368,300
Steven L. Scheid 63,894,119 3,660,257 3,368,300

2.The advisory vote to approve our executive compensation was approved by the following vote:
FOR AGAINST ABSTAIN BROKER NON-VOTES
63,139,786 4,384,014 30,576 3,368,300

3.The advisory vote on the frequency of the stockholder vote to approve our executive compensation was::
ONE YEAR TWO YEARS THREE YEARS ABSTAIN
62,998,733 75,496 4,470,903 9,244

4.The ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025 was approved by the following vote:
FOR AGAINST ABSTAIN
70,247,364 664,647 10,665




1

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.


NMI Holdings, Inc.
(Registrant)


Date: May 9, 2025 By: /s/ William J. Leatherberry
William J. Leatherberry
EVP, Chief Administrative Officer
& General Counsel



                

2