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MBI > SEC Filings for MBI > Form 8-K on 12-Dec-2013All Recent SEC Filings

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Form 8-K for MBIA INC


Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statement

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) Election of Director.

On December 12, 2013, the Board of Directors of MBIA Inc. ("MBIA") elected Sean D. Carney as a member of MBIA's Board of Directors. In connection with Mr. Carney's election, the Board of Directors increased its size from eight to nine directors.

MBIA's Board of Directors has determined that Mr. Carney is an Independent Director under the independence standards set forth in the New York Stock Exchange Corporate Governance Listing Standards and in the MBIA Inc. Board Corporate Governance Practices.

Mr. Carney will participate in the compensation and benefit program for independent directors as described under the heading "Independent Directors' compensation" in MBIA's Proxy Statement for its Annual Meeting of Shareholders held on May 2, 2013 (filed with the Securities and Exchange Commission on March 18, 2013) (the "Proxy Statement").

Mr. Carney was designated and elected to the Board of Directors pursuant to the terms of the amended and restated Investment Agreement dated as of February 6, 2008 (the "Investment Agreement") between MBIA Inc. and Warburg Pincus Private Equity X, L.P. ("Warburg Pincus"). Under the Investment Agreement, following Kewsong Lee's resignation from the Board on November 11, 2013, David A. Coulter, Warburg Pincus' remaining member of the Board of Directors, had the right to designate Mr. Lee's replacement on the Board, and the Board was required to use its reasonable best efforts to take all action required to fill the vacancy resulting from Mr. Lee's resignation with Mr. Coulter's designee. The Investment Agreement is described under the heading "Certain relationships and related transactions--Investment agreement" in the Proxy Statement.

Item 7.01. Regulation FD Disclosure.

A copy of MBIA's press release dated December 12, 2013 regarding the election of Mr. Carney as a director is furnished as part of this Current Report as Exhibit 99.1.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Exhibit 99.1 will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release issued by MBIA Inc. dated December 12, 2013.

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