Ladies and gentlemen, thank you for standing by, and welcome to the NMI Holdings, Inc. annual meeting. I'll now turn the conference over to Brad Shuster. You may begin.
Welcome to the 2026 annual meeting of stockholders of NMI Holdings, Inc., and thank you for joining us today. I am Brad Shuster, Executive Chairman of NMI, and I will act as chair of the meeting, which I now call to order. We have been hosting virtual annual shareholder meetings since 2014, and we continue to believe the virtual meeting platform stands out as an effective and critical tool to keep us connected with our stockholders. I'd like to take a moment today to introduce the other members of the NMI Board of Directors who are joining us today.
Renu Agrawal, Michael Embler, Priya Huskins, John Erickson, Lynn S. McCreary, Michael Montgomery, Regina Muehlhauser, Adam Pollitzer, and Steven L. Scheid. This is Regina Muehlhauser's final meeting as a director of National MI. Please join me in thanking her for her nine years of devoted service to National MI.
I would also like to introduce Lauren DeBarr of BDO USA, LLP, our independent registered public accounting firm, who is in attendance by phone. This meeting will be held in the manner disclosed in the instructions for attending the virtual annual meeting and rules of conduct that can be found at www.virtualshareholdermeeting.com/NMIH2026. The purpose of today's meeting is to consider and vote on each of the following proposals.
Election of nine directors, advisory approval of our executive compensation, and ratification of the appointment of BDO USA, LLP as NMI's independent auditors. Voting has been open since March 26th of 2026 in each of the matters on which stockholders can vote. Voting will remain open until we close the voting prior to the adjournment of this meeting.
At this point, I hereby appoint Bill Leatherberry, Chief Administrative Officer and Secretary of NMI, as secretary of this meeting to keep a record of the minutes of the meeting and enter them in the corporate records of NMI. This annual meeting has been called pursuant to a notice of meeting dated March 26, 2026, delivered to NMI stockholders of record at the close of business on March 16th, 2026.
The company has appointed Bill Leatherberry to act as Inspector of Elections. In accordance with the company's bylaws, Bill has taken and signed an inspector's oath, which will be filed with the minutes. The board fixed March 16, 2026 as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the notice or delivery of voting materials to stockholders of record beginning on or about March 26, 2026.
These materials were either a notice to such stockholders that they could obtain via an internet link the notice of the meeting, the 2026 proxy statement, and the 2026 annual report to shareholders, or physical documents were mailed to such stockholders of record and will be incorporated into the minutes of this meeting. The stockholders' list shows that as of the record date, there were 76,156,368 shares of common stock outstanding and entitled to vote at this meeting.
We are informed by the Inspector of Elections that there are represented in person or by proxy shares of common stock representing at least 69,063,589 votes or approximately 90.68% of the voting power on the record date. As this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business.
I will now briefly review each proposal, the vote required to approve each proposal, and the NMI Board of Directors' recommendation for each proposal. The first proposal is to elect nine directors to serve until the 2027 annual meeting. The nominees of NMI who have been recommended by the Governance and Nominating Committee and nominated by the Board of Directors are Bradley Shuster, Adam Pollitzer, Renu Agrawal, Michael Embler, John Erickson, Priya Huskins, Lynn McCreary, Michael Montgomery, and Steven Scheid.
A summary of the proposal, including biographical information for each of the director nominees, begins on page 11 of the proxy statement. NMI's bylaws require stockholders to provide advance notice of their intent to nominate candidates for directors. No stockholder has provided such notice. I therefore declare the nominations for director closed.
Directors are elected by plurality of the votes cast. Accordingly, the nine director nominees that receive the greatest number of votes at the annual meeting will be elected. In an uncontested election of directors, as is the case with this election, a director will be elected if he or she receives at least one vote.
The board unanimously recommends that you vote for each of the nine director nominees. The second proposal is to approve on an advisory basis our executive compensation. A summary of the proposal begins on page 61 of the proxy statement. Advisory approval of our executive compensation requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting.
The board unanimously recommends that you vote for this proposal. The third proposal is to ratify the appointment of BDO USA, LLP as NMI's independent registered public accounting firm for the year ending December 31, 2026. A summary of the proposal begins on page 62 of the proxy statement.
Ratification of the appointment of BDO USA, LLP as NMI's independent accounting firm requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting. The board unanimously recommends that you vote for this proposal. These proposals are now formally before this meeting.
Please cast your votes on the proposals before the meeting if you have not already done so. If you have previously voted, there is no need to vote again unless you wish to change your vote. Since all stockholders have now had adequate time to vote, I declare the polls are now closed. We will now turn to the pre-preliminary results of the election.
Our preliminary vote report shows that the nine nominees for election to the board are duly elected, the stockholders approved our executive compensation, and the appointment of BDO USA, LLP as the company's independent auditor for the year ending December 31, 2026 is ratified. Bill Leatherberry will tally the votes and provide us with a certified final report of the vote results.
We will be reporting the final vote results in a Form 8-K to be filed with the SEC within four business days of today. We will include a copy of the Form 8-K with the records of the meeting. There being no further business to come before the meeting, I declare the meeting is now hereby adjourned. Thank you for your attendance at the formal business portion of this meeting. We will now answer your questions submitted by stockholders during the course of the meeting.
Let me remind you, we may make comments that might be characterized as forward-looking statements under the Private Securities Litigation Reform Act of 1995. Generally speaking, comments regarding NMI's or management beliefs, expectations, intentions, goals, plans, outlooks, or predictions of the future are forward-looking statements.
These statements involve a number of risks and uncertainties that could cause actual results to vary materially from the anticipated results implied by these forward-looking statements. These risks and uncertainties are detailed in NMI's filings with the SEC, which are publicly available on the SEC's website. Are there any questions in the queue?
Brad, there is one question.
Okay.
From the left. Is management? [inaudible]
Why don't I let Adam Pollitzer, our CEO, respond to that, given that we recently reported our earnings.
Thank you for the question, and thank you, Brad. We don't provide guidance for loss ratios. However, we have noted that we expect a continued normalization in our loss experience given the growth and seasoning of our portfolio.
Don, are there any other questions?
There are no further questions.
We now conclude this meeting and thank you for your participation.
This concludes today's annual meeting. You may now disconnect.