8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
Date of Report (Date of Earliest Event Reported):
 
April 28, 2016

MGIC Investment Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Wisconsin
1-10816
39-1486475
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
250 E. Kilbourn Avenue, Milwaukee, Wisconsin
 
53202
_______________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 
 
 
Registrant’s telephone number, including area code:
 
414-347-6480
Not Applicable
_____________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07.    Submission of Matters to a Vote of Security Holders.

Our Annual Meeting of Shareholders was held April 28, 2016. At that meeting, shareholders took the following actions with respect to the proposals described in our 2016 Proxy Statement:

1.     The following directors were elected:
 
 
 
For
 
Withheld
 
Broker Non-Votes
 
Daniel A. Arrigoni
 
256,251,746

 
990,259

 
40,404,826

 
Cassandra C. Carr
 
256,043,348

 
1,198,657

 
40,404,826

 
C. Edward Chaplin
 
256,307,292

 
934,713

 
40,404,826

 
Curt S. Culver
 
255,940,074

 
1,301,931

 
40,404,826

 
Timothy A. Holt
 
256,111,186

 
1,130,819

 
40,404,826

 
Kenneth M. Jastrow, II
 
254,923,829

 
2,318,176

 
40,404,826

 
Michael E. Lehman
 
255,549,283

 
1,692,722

 
40,404,826

 
Donald T. Nicolaisen
 
256,001,956

 
1,240,049

 
40,404,826

 
Gary A. Poliner
 
256,103,078

 
1,138,927

 
40,404,826

 
Patrick Sinks
 
255,922,806

 
1,319,199

 
40,404,826

 
Mark M. Zandi
 
256,254,093

 
987,912

 
40,404,826



2.
The compensation of our named executive officers for 2015 was approved, on an advisory basis, by the following vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
253,515,091

 
3,260,623

 
466,291

 
40,404,826



3.
Our Amended and Restated Rights Agreement was approved by the following vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
236,126,851

 
20,599,890

 
515,264

 
40,404,826



4.
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016 was approved by the following vote:

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
295,248,899

 
2,191,757

 
206,175

 
0







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.

                        
 
MGIC INVESTMENT CORPORATION
Date: April 28, 2016
By:/s/ Jeffrey H. Lane
 
Jeffrey H. Lane
 
Executive Vice President, General Counsel
and Secretary