ARMONK, N.Y.--(BUSINESS WIRE)--
MBIA Inc. (NYSE: MBI) ("MBIA" or the "Company") announced today that its
Compensation Committee and Board of Directors adopted a "Say on Pay"
policy that will enable its shareholders to vote on senior executive
compensation decisions. MBIA's "Say on Pay" policy will provide
shareholders with an opportunity to vote on three elements of the
Company's executive compensation program:
-- Extraordinary Compensation Awards - Compensation awards that the
Compensation and Organization Committee determines to be extraordinary
one-time compensation awards granted to the Chief Executive Officer or
other senior executive officers will be submitted for, and subject to, a
binding vote by shareholders.
-- Annual CEO Compensation - Compensation awarded to the CEO for the just
completed performance year will be submitted to an advisory vote by the
shareholders. The vote will allow shareholders to express their opinion
regarding the decisions of the Board on the prior year's annual CEO
compensation. The results of the shareholder vote will be considered by
the Compensation Committee and the Board in determining annual
compensation for the CEO in subsequent periods.
-- Annual Senior Executive Compensation - Compensation awarded for the just
completed performance year to the senior executive officers as a whole
will be submitted to an advisory vote by the shareholders. The results
of the shareholder vote will be considered by the Compensation Committee
and the Board in determining annual compensation for the senior
executive officers in subsequent periods.
MBIA was an early adopter of "Say on Pay" practices and was one of only
a handful of companies that initiated a shareholder vote on executive
compensation in 2008. Last year, MBIA's Chief Executive Officer Jay
Brown recommended, and the Compensation Committee and Board of Directors
approved, the submission of the one-time restricted stock award granted
to Mr. Brown upon his return to the Company in February 2008 to a
shareholder vote. The proposal was passed by over 90 percent of
shareholders voting at the Company's annual meeting on May 1, 2008. This
restricted stock award is an example of an Extraordinary Compensation
Award that would be subject to a binding vote by shareholders under the
new policy.
MBIA CEO Jay Brown said, "The Board's adoption of our 'Say on Pay'
policy fulfills the promise we made to shareholders when I returned to
MBIA last year. Giving our shareholders the ability to directly express
their views on executive compensation is just another way that we hold
ourselves accountable to them. We are committed to maintaining the
highest standards of corporate governance and will continue to evaluate
and implement those practices that best serve our shareholders and
employees."
The "Say on Pay Policy" has been posted on the Company's Web site at www.mbia.com.
This year's proxy statement will contain two proposals seeking
shareholder advisory votes on the compensation actions taken in 2009 for
Mr. Brown and other senior executive officers for the 2008 performance
year. There will not be a binding compensation vote on any Extraordinary
Compensation Awards in this year's proxy since Mr. Brown's restricted
stock award was voted on last May and the Company has not made any other
Extraordinary Compensation Awards. Additional detail on the Company's
compensation policies and practices and the 2008 compensation awarded to
the CEO and the senior executive officers will be provided in the
Company's annual proxy statement, expected to be filed in mid-March.
Forward-Looking Statements
This release contains statements about future results that may
constitute "forward-looking statements" within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. Readers are cautioned that these statements are not guarantees of
future performance. There are a variety of factors, many of which are
beyond MBIA's control, which affect the operations, performance,
business strategy and results and could cause its actual results to
differ materially from the expectations and objectives expressed in any
forward-looking statements. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements which speak only as
of the date they are made. MBIA does not undertake to update
forward-looking statements to reflect the impact of circumstances or
events that arise after the date the forward-looking statements are
made. The reader should, however, consult any further disclosures MBIA
may make in its future filings of its reports on Form 10-K, Form 10-Q
and Form 8-K.
MBIA Inc., headquartered in Armonk, New York is a holding company whose
subsidiaries provide financial guarantee insurance, fixed-income asset
management, and other specialized financial services. The Company
services its clients around the globe, with offices in New York, Denver,
San Francisco, Paris, London, Madrid, Mexico City, Sydney and Tokyo.
Please visit MBIA's Web site at www.mbia.com.
Source: MBIA Inc.
Contact: MBIA, Media:
Kevin Brown, +1-914-765-3648
or
MBIA, Media:
Elizabeth James, +1-914-765-3889
or
MBIA, Investor Relations:
Greg Diamond, +1-914-765-3190