MBIA (MBI) Proxy filing summary

Audit committee and external auditor matters

• PwC provided audit, audit-related, tax, and other services in 2025 and 2024, with total fees of $4,042,000 in 2025 and $4,652,000 in 2024.

• Audit fees included consolidated financial statement audits, statutory and subsidiary audits, and SEC document reviews.

• All fees for both years were approved by the Audit Committee, which pre-approves all audit and non-audit services.

• The Audit Committee Chair can grant pre-approvals under $100,000, subject to later review by the full committee.

• A clerical error in the 2025 audit fee was corrected from $3,389 to $3,889, with no impact on the total reported.

Voting matters and shareholder proposals

• Stockholders may change their vote based on the corrected audit fee information by internet, phone, or at the virtual annual meeting.

• Voting must be completed by 11:59 p.m. EDT on May 4, 2026, for the annual meeting on May 5, 2026.

Board of directors and corporate governance

• The Audit Committee reviews and approves all proposed audit and non-audit services and associated costs at the start of each year.

• Additional committee approval is required if pre-approved services exceed budgeted amounts.