UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 9, 2022, the Board of Directors of Radian Group Inc. (the “Company”), as part of its regular course review of the Company’s corporate governance documents, approved amendments to the Company’s by-laws related to meetings of the Company’s stockholders to:
| (i) | reflect that written notice of a stockholder meeting will include the means of remote communications, if any, by which the meeting will be held (by-law Section 2.03); |
| (ii) | provide that a list of the Company’s stockholders will be made available for inspection by stockholders during the 10 days before a meeting of stockholders (by-law Section 3.09); and |
| (iii) | address matters relating to Rule 14a-19 (the “Universal Proxy Rule”) under the Securities Exchange Act of 1934, including (a) a requirement that, upon request by the Company, a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company, no later than five business days prior to the applicable meeting of stockholders, reasonable evidence that it has met the requirements of the Universal Proxy Rule; and (b) to provide that the Company may disregard any proxies or votes solicited for the nominees proposed by a stockholder who has provided notice to the Company pursuant to the Universal Proxy Rule if such stockholder thereafter fails to comply with the requirements of federal securities laws, regulations and rules, including the Universal Proxy Rule, applicable to such solicitation (by-law Section 4.13). |
These amendments are reflected in the Third Amended and Restated By-laws, which also incorporate ministerial updates and conforming changes.
The Third Amended and Restated By-laws were effective upon approval by the Company’s Board of Directors. The preceding description of the amendments is qualified in its entirety by reference to the Third Amended and Restated By-laws. A copy of the Company’s Third Amended and Restated By-laws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Radian Group Inc. Third Amended and Restated By-laws | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| RADIAN GROUP INC. | ||||||
| (Registrant) | ||||||
| Date: November 14, 2022 | By: | /s/ Edward J. Hoffman | ||||
| Edward J. Hoffman | ||||||
| Senior Executive Vice President, General Counsel and Corporate Secretary | ||||||