NMI Holdings Reports on Shareholder Votes

TL;DR

NMI Holdings filed an 8-K on May 9th about shareholder votes. Standard corporate update.

AI Summary

NMI Holdings, Inc. filed an 8-K on May 9, 2024, reporting on matters submitted to a vote of security holders. The filing details the company's corporate structure and governance, including its state of incorporation (Delaware) and fiscal year end (December 31). No specific voting outcomes or financial figures were detailed in this particular filing.

Why It Matters

This filing provides transparency into the corporate governance and decision-making processes of NMI Holdings, Inc. by detailing matters presented to its shareholders for a vote.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure regarding shareholder votes and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• NMI Holdings, Inc. (company) — Registrant
• May 9, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• December 31 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 NMIH Nasdaq Indicate by check mark wh

Filing Documents

• nmih-20240509.htm (8-K) — 50KB
• nmih-certificateofincorpor.htm (EX-3.1) — 36KB
• fifthamendedandrestatedbyl.htm (EX-3.2) — 184KB
• certificateofretirementofs.htm (EX-3.3) — 5KB
• 0001547903-24-000111.txt ( ) — 447KB
• nmih-20240509.xsd (EX-101.SCH) — 2KB
• nmih-20240509_lab.xml (EX-101.LAB) — 23KB
• nmih-20240509_pre.xml (EX-101.PRE) — 13KB
• nmih-20240509_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws

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 "Clas

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Stockholders was held on May 9, 2024. On March 12, 2024, the record date for the Annual Meeting, 80,581,172 shares of the Company's Class A common stock were outstanding and entitled to vote, of which 88.29% 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 64,073,342 4,839,773 2,233,207 Adam S. Pollitzer 67,881,569 1,031,546 2,233,207 Michael Embler 67,496,079 1,417,036 2,233,207 John C. Erickson 68,564,859 348,256 2,233,207 Priya Huskins 67,936,647 976,468 2,233,207 Lynn S. McCreary 67,387,104 1,526,011 2,233,207 Michael Montgomery 67,497,319 1,415,796 2,233,207 Regina L. Muehlhauser 68,542,915 370,200 2,233,207 Steven L. Scheid 65,787,737 3,125,378 2,233,207 1 2. The advisory vote to approve our executive compensation was approved by the following vote: FOR AGAINST ABSTAIN BROKER NON-VOTES 65,152,120 3,746,588 14,507 2,233,207 3. The ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 was approved by the following vote: FOR AGAINST ABSTAIN 70,376,238 761,144 8,940 4. The amendment and restatement of our certificate of incorporation to provide exculpation for certain officers as permitted by Delaware law was approved by the following vote: FOR AGAINST ABSTAIN BROKER NON-VOTES 60,978,246 7,906,322 28,547 2,233,207

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1* NMI Holdings, Inc., Third Amended and Restated Certificate of Incorporation , as filed May 9, 2024 3.2* NMI Holdings, Inc., Fifth Amended and Restated Bylaws , effective May 9, 2024 3.3* NMI Holdings, Inc., Certificate of Retirement of Stock, as filed May 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Filed herewith 2

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. NMI Holdings, Inc. (Registrant) Date: May 9, 2024 By: /s/ William J. Leatherberry William J. Leatherberry EVP, Chief Administrative Officer & General Counsel 3