tm223555-1_def14a - none

DEF 14A 1 tm223555-1_def14a.htm DEF 14A tm223555-1_def14a - none - 25.1250849s

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Essent Group Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 .

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Essent Group Ltd.
Clarendon House
2 Church Street
Hamilton HM11, Bermuda

Notice of Annual General Meeting of Shareholders

To Our Shareholders:

You are cordially invited to attend the 2022 Annual General Meeting of Shareholders of Essent Group Ltd., a Bermuda limited company, which will be held via a live webcast originating from Bermuda at 11:30 a.m. Atlantic Daylight Time on May 4, 2022.

Date:

May 4, 2022

Time:

11:30 a.m.,
Atlantic Daylight
Time

Location:

Live via the Internet originating
from Bermuda. Please visit:
https://web.lumiagm.com/209457238

Record Date:

March 4, 2022

At the 2022 Annual General Meeting of Shareholders, shareholders of record as of the close of business on the record date will be asked to consider and vote upon the following matters, as more fully described in the Proxy Statement:

(1)

election of three Class II directors to serve through the 2025 Annual General Meeting of Shareholders;

(2)

re-appointment PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022 and until our 2023 Annual General Meeting of Shareholders, and the referral the determination of the auditors’ compensation to the Board of Directors;

(3)

a non-binding, advisory resolution on executive compensation;

(4)

a non-binding, advisory vote on whether the frequency of the shareholder vote on the compensation of our named executive officers should be every one, two or three years; and

(5)

such other business that may properly come before the Annual Meeting.

In light of continuing concerns related to the COVID-19 pandemic and the various measures implemented to reduce its impact, including recommendations and protocols issued by public health authorities and US federal, state, and local and Bermuda governments, particularly regarding travel between the United States and Bermuda, we have determined that it is in the best interest of Essent and its shareholders to hold the 2022 Annual General Meeting of Shareholders on a “virtual” basis. You will be able to attend and participate in the Annual Meeting online by visiting https://web.lumiagm.com/209457238 on the meeting date at the time described above and in the accompanying proxy statement. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials, and the meeting password, essent2022 (case sensitive). There is no physical location for the Annual Meeting.

Your vote is important to us. To ensure that your shares are represented at the 2022 Annual General Meeting of Shareholders, whether or not you plan to participate in the virtual Annual Meeting, we encourage you to vote your shares electronically via the Internet, by telephone or, if you receive a paper copy of the proxy materials, by signing, dating and completing the accompanying proxy card in the enclosed postage-paid envelope. Voting electronically via the Internet, by telephone, or by returning your proxy card in advance of the meeting does not deprive you of your right to participate in the virtual Annual Meeting. If you participate in the virtual Annual Meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or via the Internet. Our Proxy Statement includes additional instructions on voting procedures for shareholders whose shares are held by a brokerage firm or other custodian.

By order of the Board of Directors,

Conyers Corporate Services (Bermuda) Limited
Secretary

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Proxy Statement for the
2022 Annual General Meeting of Shareholders

Wednesday, May 4, 2022

11:30 a.m. Atlantic Daylight Time

Live via the Internet originating from Bermuda
Please visit: https://web.lumiagm.com/209457238
Passcode: essent2022 (case sensitive)

The 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) of Essent Group Ltd. (“Essent,” “we,” “us,” “our” or the “Company”) will be held to consider and vote upon the following matters:

(1)

election of three Class II directors to serve through the 2025 Annual General Meeting of Shareholders;

(2)

(3)

a non-binding, advisory resolution on executive compensation;

(4)

a non-binding, advisory vote on whether the frequency of the shareholder vote on the compensation of our named executive officers should be every one, two or three years; and

(5)

such other business that may properly come before the Annual Meeting.

Only holders of record of our common shares, par value $0.015 per share, as of the close of business on March 4, 2022 are entitled to notice of and to vote at the Annual Meeting or at any postponement or adjournment of the Annual Meeting.

Our Board of Directors knows of no other business that will be presented for consideration at the Annual Meeting. If any other matter should be properly presented at the Annual Meeting or any postponement or adjournment of the Annual Meeting for action by the shareholders, the persons named in the proxy card will vote the proxy in accordance with their discretion on such matter.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2022: The Notice of Annual General Meeting of Shareholders, Proxy Statement and 2021 Annual Report to Shareholders are available at www.essentgroup.com. These documents are first being mailed to shareholders on or about March 25, 2022. Our 2021 Annual Report to Shareholders, including our Annual Report on Form 10-K for the year ended December 31, 2021, is not part of the proxy soliciting material.

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Table of Contents

	Proxy Statement Summary					1
	2022 Annual General Meeting of Shareholders Information					1
	2021 Financial Highlights					2
	2021 Compensation Highlights					3
	Risk-Based Pricing and Reinsurance					4
	Dividends					4
	Commitment to Sustainability Practices					5
	Proposal No. 1: Election of Directors					10
	Director Criteria, Qualifications, Experience and Tenure					11
	Annual Board Evaluation Process					12
	Shareholder Nominees for the Board of Directors					12
	Information Concerning Directors					13
	Nominees for Election as Class II Directors for a Three Year Term Continuing Until the 2025 Annual General Meeting of Shareholders					14
	Directors With Terms That Do Not Expire at the Annual Meeting					16
	The Board of Directors and its Committees					19
	Role of the Board					19
	Board Leadership Structure					19
	Determination of Director Independence					20
	Board Committees and their Roles					20
	Corporate Governance					25
	Corporate Governance Guidelines					25
	Code of Business Conduct and Ethics

SEC Form DEF 14A filed by Essent Group Ltd.