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 25, 2012
OLD REPUBLIC INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
| Delaware | 001-10607 | 36-2678171 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
307 North Michigan Avenue, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
(312) 346-8100
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(Registrant’s telephone number, including area code)
N/A
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(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):
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 CFR 140.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Old Republic International Corporation held on May 25, 2012 voted on the following three proposals:
Proposal #1 – Election of Directors
ORI’s shareholders elected the following persons:
| Nominee | For | Withheld | Broker Non-Votes |
| Harrington Bischof | 208,597,183 | 5,227,800 | 23,562,184 |
| Leo E. Knight, Jr. | 209,051,570 | 4,773,413 | 23,562,184 |
| Charles F. Titterton | 208,845,295 | 4,979,688 | 23,562,184 |
| Steven R. Walker | 208,984,594 | 4,840,389 | 23,562,184 |
Proposal #2 – To ratify KPMG LLP AS ORI’S independent registered public accounting firm for 2012
ORI’s shareholders voted to approve this proposal as follows:
| For | Against | Abstain | Broker Non-Votes | |
| Shares Voted | 236,947,747 | 211,673 | 227,747 | - |
Proposal #3 – An Advisory Vote to approve Executive Compensation
ORI’s shareholders voted to approve this proposal as follows:
| For | Against | Abstain | Broker Non-Votes | |
| Shares Voted | 210,656,435 | 2,259,000 | 909,548 | 23,562,184 |
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 thereunto duly authorized.
| OLD REPUBLIC INTERNATIONAL CORPORATION | ||
| Registrant | ||
| Date: May 29, 2012 | By: /s/ Spencer LeRoy III | |
| Spencer LeRoy III | ||
Senior Vice President, Secretary and General Counsel | ||