Enact Holdings Files 8-K on Shareholder Matters

TL;DR

Enact Holdings filed an 8-K detailing shareholder votes and corporate changes.

AI Summary

Enact Holdings, Inc. filed an 8-K on May 16, 2024, reporting on material modifications to security holder rights, amendments to its articles of incorporation, and matters submitted to a vote. The filing also includes financial statements and exhibits. Enact Holdings, Inc. was formerly known as Genworth Mortgage Holdings, Inc. before changing its name on September 2, 2020.

Why It Matters

This 8-K filing provides updates on significant corporate actions and governance matters for Enact Holdings, Inc., which could impact its shareholders and business operations.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.

Key Players & Entities

• Enact Holdings, Inc. (company) — Registrant
• Genworth Mortgage Holdings, Inc. (company) — Former Company Name
• May 16, 2024 (date) — Date of Report
• September 2, 2020 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share ACT The Nasdaq Stock Market

Filing Documents

• act-20240516.htm (8-K) — 57KB
• a31certificateofamendmento.htm (EX-3.1) — 8KB
• a32restatedcertificateofin.htm (EX-3.2) — 80KB
• 0001823529-24-000124.txt ( ) — 290KB
• act-20240516.xsd (EX-101.SCH) — 2KB
• act-20240516_lab.xml (EX-101.LAB) — 22KB
• act-20240516_pre.xml (EX-101.PRE) — 13KB
• act-20240516_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

03 Amendments to Articles of Incorporation or Bylaws;

Item 5.03 Amendments to Articles of Incorporation or Bylaws; On May 16, 2024, as described below, upon the recommendation of the Board of Directors (the "Board") of Enact Holdings, Inc. (the "Corporation"), the Corporation's stockholders approved an amendment to the Corporation's Amended and Restated Certificate of Incorporation, as amended ("Certificate of Incorporation") to add a provision exculpating certain of the Corporation's officers from liability in specific circumstances, as permitted by Delaware law (the "Amendment"). As a result, the Corporation filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on May 16, 2024 ("Certificate of Amendment"), which became effective upon filing. Subsequently, the Corporation also filed a restated certificate of incorporation (the "Restated Certificate") that integrated the Certificate of Incorporation and the Amendment. The foregoing descriptions of the Amendment and the Restated Certificate are qualified in their entirety by reference to the full text of the Certificate of Amendment and Restated Certificate, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On May 16, 2024, the Corporation held its Annual Meeting of Stockholders (the "Annual Meeting"). The final voting results for each of the proposals submitted to a vote of the Corporation's stockholders at the Annual Meeting are as follows: Proposal 1: Election of directors to serve until the Corporation's 2025 Annual Meeting of Stockholders. Votes "For" Votes "Withheld" Broker Non-Votes DOMINIC J. ADDESSO 153,119,958 326,007 1,540,935 MICHAEL A. BLESS 153,401,846 44,119 1,540,935 JOHN D. FISK 153,402,676 43,289 1,540,935 ROHIT GUPTA 153,402,504 43,461 1,540,935 SHEILA HOODA 151,150,657 2,295,308 1,540,935 THOMAS J. MCINERNEY 145,511,984 7,933,981 1,540,935 ROBERT P. RESTREPO, JR. 153,095,973 349,992 1,540,935 DEBRA W. STILL 153,329,688 116,277 1,540,935 WESTLEY V. THOMPSON 153,400,985 44,980 1,540,935 JEROME T. UPTON 153,401,210 44,755 1,540,935 ANNE G. WALESKI 153,197,557 248,408 1,540,935 Proposal 2: Advisory vote to approve Named Executive Officer compensation. Votes "For" Votes "Against" Abstentions Broker Non-Votes 152,266,974 1,109,683 69,308 1,540,935 2 Proposal 3: Ratification of the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for the 2024 fiscal year. Votes "For" Votes "Against" Abstentions Broker Non-Votes 153,961,067 1,021,625 4,208 - Proposal 4: Approval of an Amendment to the Corporation's Certificate of Incorporation to Adopt Provisions Limiting the Liability of Certain Officers as Permitted Under Delaware Law. Votes "For" Votes "Against" Abstentions Broker Non-Votes 139,831,889 13,607,328 6,748 1,540,935

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number 3.1 Certificate of Amendment of Certificate of Incorporation of Enact Holdings, Inc. 3.2 Restated Certificate of Incorporation of Enact Holdings, Inc. 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) 3

SIGNATURES

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. Enact Holdings, Inc. By: /s/ Hardin Dean Mitchell Name: Hardin Dean Mitchell Title: Executive Vice President, Chief Financial Officer and Treasurer Dated: May 20, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR