UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): May 19, 2011
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THE PMI GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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1-13664
(Commission File Number)
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94-3199675
(IRS Employer
Identification No.)
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PMI Plaza, 3003 Oak Road
Walnut Creek, California 94597
(Address of principal executive offices, including zip code)
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(925) 658-7878
(Registrant’s telephone number, including area code)
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
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(a)
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The annual meeting of stockholders of The PMI Group, Inc. was held on May 19, 2011.
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(b)
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The following were the final voting results of the matters under consideration by the stockholders at the annual meeting:
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1. Election of the Board of Directors. Each of the nominees for director, as listed in the proxy statement, was elected with the number of votes set forth below:
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Name of Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Timothy R. Eller
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84,188,466
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1,161,985
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48,650,459
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Carmine Guerro
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84,612,129
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738,322
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48,650,459
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Louis G. Lower II
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77,597,937
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7,752,514
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48,650,459
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Raymond L. Ocampo Jr.
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84,165,151
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1,185,300
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48,650,459
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Charles R. Rinehart
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84,616,069
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734,382
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48,650,459
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John D. Roach
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84,167,208
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1,183,243
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48,650,459
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L. Stephen Smith
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83,344,777
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2,005,674
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48,650,459
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José H. Villarreal
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78,006,297
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7,344,154
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48,650,459
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Mary Lee Widener
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84,573,397
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777,054
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48,650,459
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Ronald H. Zech
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77,941,612
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7,408,839
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48,650,459
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2. Executive Compensation. The non-binding resolution to approve the 2010 compensation of our named executive officers was approved by the stockholders by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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73,939,191
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8,909,879
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2,501,382
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48,650,459
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3. Frequency of Advisory Votes on Compensation. The non-binding proposal to express a preference on the frequency of the advisory vote on executive compensation resulted in the following vote:
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-Votes
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42,979,030
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762,155
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41,444,870
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164,396
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48,650,459
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4. Auditors. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2011 was ratified by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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132,235,560
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1,329,259
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436,091
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-0-
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5. Tax Benefits Plan. The Corporation’s Amended and Restated Tax Benefits Preservation Plan was approved by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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79,278,977
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3,787,866
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2,283,608
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48,650,459
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6. Increase in Authorized Shares. The Amendment to the Corporation’s Certificate of Incorporation increasing the authorized common stock thereunder to 500 million shares was approved by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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125,620,218
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5,556,108
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2,824,584
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-0-
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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.
Date: May 19, 2011 THE PMI GROUP, INC.
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By:
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/s/ Andrew D. Cameron
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Name:
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Andrew D. Cameron
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Title:
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Executive Vice President and General Counsel
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