00000742602022-08-182022-08-18
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) August 18, 2022
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| OLD REPUBLIC INTERNATIONAL CORPORATION |
| (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 | |
| (Address of principal executive offices) (Zip Code) | |
| | | | | |
| (312) | 346-8100 | | | |
| (Registrant’s telephone number, including area code) | |
| | | | | |
| N /A | |
| (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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 140.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock / $1 par value | | ORI | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
At its quarterly meeting held on August 18, 2022, the Board of Directors of Old Republic International Corporation (the “Board of Directors”) declared a regular quarterly cash dividend of $0.23 per common share to be paid on September 15, 2022 to shareholders of record on September 1, 2022. On August 19, 2022, Old Republic International Corporation (the “Company”) issued a press release announcing this regular cash dividend. The full text of this press release is included as Exhibit 99.1 hereto.
At this meeting, the Board of Directors also authorized a $450 million share repurchase program, and declared a special, one-time cash dividend of $1.00 per share to be paid on September 15, 2022 to shareholders of record on September 1, 2022. On August 19, 2022, the Company issued a press release announcing these actions. The full text of this press release is included as Exhibit 99.2 hereto.
The information provided pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
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| OLD REPUBLIC INTERNATIONAL CORPORATION |
| Registrant |
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| Date: August 19, 2022 | By: /s/ Thomas A. Dare |
| | Thomas A. Dare |
| | Senior Vice President, |
| | Secretary and General Counsel |
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