NMI Holdings Inc.

05/10/2024 | Press release | Distributed by Public on 05/10/2024 04:01

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws
At the Annual Meeting of Stockholders held on May 9, 2024, the stockholders of NMI Holdings, Inc. (the "Company") approved the amendment and restatement of the Company's Second Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company against personal liability to the extent permitted by the Delaware General Corporation Law ("DGCL"), as further described in the Company's 2024 Annual Proxy Statement, filed with the Securities and Exchange Commission on March 28, 2024 (the "Proxy"). On May 9, 2024, the Company filed the Third Amended and Restated Certificate of Incorporation of the Company (the "Third Amended and Restated Certificate of Incorporation") with the Secretary of State of the State of Delaware. A copy of the Third Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated herein by reference.

On May 9, 2024, the Board of Directors (the "Board") of the Company approved and adopted amended and restated Bylaws (the "Amended and Restated Bylaws"), effective the same day. The Amended and Restated Bylaws were adopted as part of the Board's corporate governance policy review and updating process and include amendments to the existing Bylaws that make technical, administrative, modernizing or clarifying changes, including those related to recent amendments to the DGCL, and delete certain obsolete provisions that are no longer operative. This description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.2 hereto and incorporated herein by reference.

On May 9, 2024, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 250,000 shares of the Company's Class B Non-Voting Common Stock, without par value (the "Class B Common Stock"). All 250,000 shares of Class B Common Stock were automatically converted into shares of Class A common stock in January 2013. Effective upon filing, pursuant to Section 243 of the DGCL, the Certificate of Retirement reduced the total authorized number of shares of capital stock of the Company by 250,000 shares. Pursuant to the Third Amended and Restated Certificate of Incorporation, the total number of authorized shares of the Company is now 260,000,000, such shares consisting of 250,000,000 shares designated Common Stock, par value $0.01 per share, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share. A copy of the Certificate of Retirement is filed as Exhibit 3.3 to this Current Report on Form 8-K and incorporated herein by reference.