0001157523-17-002344.txt : 20170810 0001157523-17-002344.hdr.sgml : 20170810 20170810080041 ACCESSION NUMBER: 0001157523-17-002344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170809 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170810 DATE AS OF CHANGE: 20170810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBIA INC CENTRAL INDEX KEY: 0000814585 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 061185706 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 171019751 BUSINESS ADDRESS: STREET 1: 1 MANHATTANVILLE ROAD STREET 2: SUITE 301 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-273-4545 MAIL ADDRESS: STREET 1: 1 MANHATTANVILLE ROAD STREET 2: SUITE 301 CITY: PURCHASE STATE: NY ZIP: 10577 8-K 1 a51667138.htm MBIA INC. 8-K

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): August 10, 2017 (August 9, 2017)


MBIA INC.
(Exact name of registrant as specified in its charter)

Connecticut   1-9583   06-1185706

(State or other jurisdiction of
incorporation)

(Commission File Number) (IRS Employer Identification No.)


1 Manhattanville Road, Suite 301

Purchase, New York

10577

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:
914-273-4545

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02(b).  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 9, 2017, consistent with the Company’s long-term succession plans, Joseph W. Brown informed the Board of Directors (the “Board”) of MBIA Inc. (“MBIA”) of his determination to resign as Chief Executive Officer, effective as of September 15, 2017.  Mr. Brown also informed the Board that he intends to remain a member of the Board until the expiration of his term in May 2018, but does not intend to stand for re-election at the annual shareholder meeting in May of 2018.

On August 9, 2017, the Board elected William C. Fallon, the Company’s President and Chief Operating Officer, to the office of Chief Executive Officer of MBIA, effective as of September 15, 2017.

Mr. Fallon was elected to the Board of Directors in May 2017. He is the President and Chief Operating Officer of MBIA Inc. and the Chief Executive Officer of National Public Finance Guarantee Corporation, the Company’s indirect operating subsidiary. Mr. Fallon is responsible for overseeing the day-to-day operations of MBIA Inc. and its subsidiaries. Previously, Mr. Fallon was head of Global Structured Finance having joined the Company in 2005 as a Managing Director and head of Corporate and Strategic Planning.

Prior to joining MBIA, Mr. Fallon was a partner at McKinsey & Company, having joined the firm in 1991. At McKinsey, Mr. Fallon specialized in consulting with financial institutions and was co-leader of the firm's Corporate Finance and Strategy practice and a key member of the North American Wholesale Financial Institutions and Risk Management practices. He also worked extensively with financial institutions in the areas of value-based management, valuation, mergers and acquisitions, securitization and risk management.

Item 7.01   REGULATION FD DISCLOSURE.

A copy of MBIA’s press release dated August 10, 2017, regarding the resignation of Mr. Brown and the election of Mr. Fallon has been attached hereto as Exhibit 99.1.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

99.1  Press Release issued by MBIA Inc. dated August 10, 2017

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.

 

MBIA INC.

 
 

By:

/s/ Jonathan C. Harris

Jonathan C. Harris

General Counsel

Date: August 10, 2017

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Dated August 10, 2017

99.1        Press Release issued by MBIA Inc. dated August 10, 2017.

EX-99.1 2 a51667138ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

MBIA Inc. Announces Senior Management Change

Jay Brown to Step Down as CEO effective September 15; Bill Fallon Elected CEO

Leadership Change Fulfills Succession Plan Designed by Brown and Independent Directors; Implemented Over Past Two Years

PURCHASE, N.Y.--(BUSINESS WIRE)--August 10, 2017--MBIA Inc. (NYSE:MBI) (the Company) today reported that its Board of Directors has elected William C. Fallon to the position of Chief Executive Officer of MBIA Inc., effective September 15, 2017, bringing to conclusion MBIA Inc.’s long term succession plan, which has been implemented over the past two years. MBIA CEO Jay Brown has stepped down as CEO effective September 15, 2017. He plans to conclude his service on the MBIA Inc. Board of Directors as of the 2018 Annual Shareholder meeting in May of 2018.

MBIA Chairman of the Board Charles Rinehart said, “One of the key roles of any board and their management team is to have an effective long term succession plan. Over the past several years, Jay has worked with our independent board members to identify and transition a management team to prepare us for when he moves on to his next challenge. Bill has partnered with Jay for the last decade in getting the company through the enormous challenges MBIA faced created by the financial crisis and is extremely well prepared to take on the additional leadership role for MBIA Inc. The company owes Jay a big thank-you for coming back in 2008 and developing a strategy to get us through the difficult circumstances we faced at that time.”

MBIA’s immediately prior Chairman Daniel Kearney added, “Jay’s return to the Company in 2008 proved to be absolutely critical to MBIA’s successful navigation through the financial crisis. Through his vision, leadership and deep understanding of the Company, MBIA was able to design and execute a transformation strategy, overcoming numerous legal and financial challenges, and its operating companies were able to satisfy all of their insurance payment obligations, consensually commute billions of dollars of insurance contracts, and recover billions of dollars of claims payments from financial institutions that defrauded them. We were extremely fortunate to have Jay at the helm during this turbulent period.”

Incoming CEO Bill Fallon said, “I am both humbled and excited to take MBIA forward into its next stage. Jay has been a mentor and an inspiration for me. I look forward to his continued guidance and counsel as both MBIA and Jay pursue their future endeavors.”

MBIA CEO Jay Brown stated, “Bill has demonstrated that he has the leadership and management skills to take MBIA through the next chapter in its history. Notwithstanding recent developments, the Company is well positioned, under Bill’s leadership, to create significant shareholder value in the years ahead. It has been a great honor to serve MBIA in a wide variety of roles over the past 31 years and I look forward to following the company’s success in the years ahead.”

Forward-Looking Statements

This release includes statements that are not historical or current facts and are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “anticipate,” “project,” “plan,” “expect,” “estimate,” “intend,” “will,” “will likely result,” “looking forward” or “will continue,” and similar expressions identify forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including, among other factors, the possibility that MBIA Inc. or National will experience increased credit losses or impairments on public finance obligations issued by state, local and territorial governments and finance authorities that are experiencing unprecedented fiscal stress; the possibility that loss reserve estimates are not adequate to cover potential claims; MBIA Inc.’s or National’s ability to fully implement their strategic plan; and changes in general economic and competitive conditions. These and other factors that could affect financial performance or could cause actual results to differ materially from estimates contained in or underlying MBIA Inc.’s or National’s forward-looking statements are discussed under the “Risk Factors” section in MBIA Inc.’s most recent Annual Report on Form 10-K, which may be updated or amended in MBIA Inc.’s subsequent filings with the Securities and Exchange Commission. MBIA Inc. and National caution readers not to place undue reliance on any such forward-looking statements, which speak only to their respective dates. National and MBIA Inc. undertake no obligation to publicly correct or update any forward-looking statement if it later becomes aware that such result is not likely to be achieved.

MBIA Inc., headquartered in Purchase, New York is a holding company whose subsidiaries provide financial guarantee insurance for the public and structured finance markets. Please visit MBIA's website at www.mbia.com.

CONTACT:
MBIA Inc.
Greg Diamond, 914-765-3190
Investor and Media Relations
greg.diamond@mbia.com