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): May 21, 2010
THE PMI GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-13664 | | 94-3199675 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
PMI Plaza, 3003 Oak Road
Walnut Creek, California 94597
(Address of principal executive offices, including zip code)
(925) 658-7878
(Registrant’s telephone number, including area code)
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 5.02(e) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Compensatory Arrangements
At the Annual Meeting of Shareholders of The PMI Group, Inc. (the “Company”) held on May 21, 2010 (the “Annual Meeting”), shareholders approved an amendment to the Company’s Equity Incentive Plan, increasing the authorized common shares thereunder by three million shares. A copy of the amendment is attached as an exhibit to this Report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, all nominees were elected to the Board of Directors, pursuant to voting results certified by the independent inspector of elections.
| | | | | | |
| | | Votes For | | Votes Withheld | | Broker
Non-Votes |
Carmine Guerro | | 46,866,495 | | 343,921 | | 19,641,047 |
Wayne E. Hedien | | 46,768,772 | | 441,644 | | 19,641,047 |
Louis G. Lower II | | 44,971,133 | | 2,239,283 | | 19,641,047 |
Raymond L. Ocampo Jr. | | 44,878,987 | | 2,331,429 | | 19,641,047 |
John D. Roach | | 46,759,293 | | 451,123 | | 19,641,047 |
L. Stephen Smith | | 46,696,966 | | 513,450 | | 19,641,047 |
José H. Villarreal | | 44,973,016 | | 2,237,400 | | 19,641,047 |
Mary Lee Widener | | 46,760,607 | | 449,809 | | 19,641,047 |
Ronald H. Zech | | 44,880,516 | | 2,329,900 | | 19,641,047 |
All proposals were ratified or approved at the Company’s Annual Meeting, pursuant to voting results certified by the independent inspector of elections.
| | | | | | | | |
| | | Votes For | | Votes
Against | | Votes
Abstained | | Broker
Non-Votes |
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010. | | 65,748,447 | | 651,659 | | 451,357 | | -0- |
| | | | |
Approval of an amendment to the Company’s Certificate of Incorporation to increase authorized common stock. | | 64,589,684 | | 2,155,896 | | 105,883 | | -0- |
| | | | |
Approval of an amendment to the Company’s Employee Stock Purchase Plan to increase authorized shares. | | 46,126,299 | | 1,049,563 | | 34,554 | | 19,641,047 |
| | | | |
Approval of an amendment to the Company’s Equity Incentive Plan to increase authorized shares. | | 37,714,563 | | 9,354,157 | | 141,694 | | 19,641,049 |
The Company’s primary mortgage insurance subsidiary is PMI Mortgage Insurance Co. (“PMI”). PMI’s principal regulator is the Arizona Department of Insurance (the “Department”). On February 10, 2010, PMI received a letter from the Department waiving, until December 31, 2011, the requirement that PMI maintain the Arizona required minimum policyholders’ position (“MPP”) to write new business. On May 24, 2010, PMI received a letter from the Department withdrawing this waiver, effective May 24, 2010. In its May 24, 2010 letter, the Department noted that PMI had recently received a capital infusion from the Company and had issued surplus notes to the Company in the amounts of $325 million and $285 million, respectively, and that these transactions increased the capital and surplus of PMI by a total of $610 million. Accordingly, the Department concluded that, “The waiver of the MPP requirement in A.R.S. Section 20-1550, issued by the Department on February 10, 2010, is no longer necessary. Therefore, the Department hereby withdraws PMI’s MPP waiver effective today.”
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
The following is filed as an exhibit to this Current Report on Form 8-K:
| | |
Exhibit
No. | | Description |
| |
| 10.1 | | Amendment No. 1 dated May 21, 2010 to the PMI Amended and Restated Equity Incentive Plan dated May 21, 2009. |
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SIGNATURE
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.
| | | | | | |
| | | | THE PMI GROUP, INC. |
| | | |
| Dated: May 25 2010 | | | | By: | | /s/ Andrew D. Cameron |
| | | | | | Andrew D. Cameron |
| | | | | | Executive Vice President, Secretary and General Counsel |
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EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Amendment No. 1 dated May 21, 2010 to the PMI Amended and Restated Equity Incentive Plan dated May 21, 2009. |
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