NMI Holdings (NASDAQ: NMIH) stockholders re-elect full board and approve pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NMI Holdings, Inc. reported results from its annual stockholder meeting. On the record date, 76,156,368 common shares were outstanding, and 90.64% were present, establishing a strong quorum. Stockholders elected all nine nominated directors, each receiving over 60 million votes in favor.

Investors also approved, on an advisory basis, the company’s executive compensation, with 61,053,212 votes for and 4,928,264 against. In addition, stockholders ratified BDO USA, LLP as independent registered public accounting firm for the year ending December 31, 2026, with 68,517,000 votes for and only 536,950 against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 76,156,368 shares Meeting quorum: 90.64% Say-on-pay votes for: 61,053,212 votes +4 more

7 metrics

Shares outstanding on record date 76,156,368 shares Common stock outstanding and entitled to vote as of March 16, 2026

Meeting quorum 90.64% Percentage of outstanding shares present for the annual meeting

Say-on-pay votes for 61,053,212 votes Advisory approval of executive compensation

Say-on-pay votes against 4,928,264 votes Advisory vote on executive compensation

Auditor ratification votes for 68,517,000 votes Ratification of BDO USA, LLP for year ending December 31, 2026

Auditor ratification votes against 536,950 votes Ratification of BDO USA, LLP

Director votes for (Renu Agrawal) 66,044,494 votes Election as director at the annual meeting

Key Terms

broker non-votes, advisory vote to approve our executive compensation, independent registered public accounting firm, quorum

4 terms

broker non-votes financial

"FOR | WITHHELD | BROKER NON-VOTES Bradley M. Shuster | 61,754,474 | 4,395,149 | 2,913,966"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote to approve our executive compensation financial

"The advisory vote to approve our executive compensation was approved by the following vote"

independent registered public accounting firm financial

"The ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

quorum financial

"76,156,368 shares of the Company’s common stock were outstanding and entitled to vote, of which [90.64]% were present for purposes of establishing a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

05/15/2026 - 04:08 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 14, 2026

NMI Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-36174	45-4914248
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2100 Powell Street, 12th Floor, Emeryville, CA

(Address of Principal Executive Offices)

94608

(Zip Code)

(855) 530-6642

(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	NMIH	Nasdaq

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 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 5.07 Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Stockholders was held on May 14, 2026. On March 16, 2026, the record date for the Annual Meeting, 76,156,368 shares of the Company’s common stock were outstanding and entitled to vote, of which [90.64]% were present for purposes of establishing a quorum. At that meeting, stockholders took the actions below with respect to the proposals described in the Proxy.

1.The following directors were elected:


	FOR	WITHHELD	BROKER NON-VOTES
Bradley M. Shuster	61,754,474	4,395,149	2,913,966
Adam S. Pollitzer	65,051,120	1,098,503	2,913,966
Renu Agrawal	66,044,494	105,129	2,913,966
Michael Embler	62,465,460	3,684,163	2,913,966
John C. Erickson	65,662,907	486,716	2,913,966
Priya Huskins	60,176,850	5,972,773	2,913,966
Lynn S. McCreary	64,538,632	1,610,991	2,913,966
Michael Montgomery	62,838,065	3,311,558	2,913,966
Steven L. Scheid	62,201,774	3,947,849	2,913,966

2.The advisory vote to approve our executive compensation was approved by the following vote:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
61,053,212	4,928,264	168,147	2,913,966

3.The ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 was approved by the following vote:


FOR	AGAINST	ABSTAIN
68,517,000	536,950	9,639

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.

NMI Holdings, Inc.

(Registrant)


Date: May 15, 2026	By:	/s/ William J. Leatherberry
		William J. Leatherberry
		EVP, Chief Administrative Officer
		& General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did NMI Holdings (NMIH) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing nine directors, approving executive compensation on an advisory basis, and ratifying BDO USA, LLP as the independent registered public accounting firm for the year ending December 31, 2026. All three proposals received majority support from shares present.

How strong was NMI Holdings (NMIH) stockholder turnout for the annual meeting?

Turnout was high. On the March 16, 2026 record date, 76,156,368 common shares were outstanding, and 90.64% of those shares were present at the annual meeting, providing a solid quorum for all votes on directors, executive pay, and auditor ratification.

Were NMI Holdings (NMIH) directors re-elected with strong support?

All nine director nominees were elected with substantial support, each receiving more than 60 million votes for. For example, Renu Agrawal received 66,044,494 votes for and only 105,129 withheld, while other directors also secured large favorable vote margins despite some broker non-votes.

Did NMI Holdings (NMIH) stockholders approve executive compensation?

Yes. Stockholders approved NMI Holdings’ executive compensation in an advisory say-on-pay vote, with 61,053,212 votes for, 4,928,264 against, and 168,147 abstentions. There were also 2,913,966 broker non-votes recorded, but the proposal still received clear majority support from voting shares.

Which auditor did NMI Holdings (NMIH) stockholders ratify for 2026?

Stockholders ratified BDO USA, LLP as NMI Holdings’ independent registered public accounting firm for the year ending December 31, 2026. The vote was overwhelmingly favorable, with 68,517,000 shares voting for, 536,950 against, and only 9,639 abstaining on the ratification proposal.

Filing Exhibits & Attachments

3 documents