UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
March 30, 2017
Date of Report (Date of earliest event reported)
STEWART INFORMATION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 001-02658 | | 74-1677330 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
1980 Post Oak Blvd. Houston, Texas | | 77056 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 713-625-8100
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:
| ☐ | 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 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Addenda to Employment Agreements with Certain Executive Officers
In March 2017, Stewart Information Services Corporation, a Delaware corporation (the “Company”), entered into addenda effective January 1, 2017 (collectively, the “Addenda”) to the employment agreements with each of Matthew W. Morris, John L. Killea, and David A. Fauth in their capacities as the Company’s Chief Executive Officer, Chief Legal Officer, and Group President, respectively (collectively, the “Employment Agreements”). The purpose of each Addenda is to make adjustments, as applicable, to certain payments for 2017 provided for under the Employment Agreements, including annual salary, short term incentive payments, long term incentive payments and other bonus payments, which adjustments were approved by the Company’s Compensation Committee.
The foregoing description of the Addenda is qualified in its entirety by reference to the Addenda, copies of which are attached as exhibits to this Current Report on Form 8-K and incorporated herein by reference. Also attached as Exhibit 10.3 to this Current Report is the Amended and Restated Employment Agreement between the Company and David A. Fauth entered into as of January 1, 2016.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed herewith:
| | Description |
| | |
| 10.1 | | Addendum, entered into as of March 30, 2017 and effective as of January 1, 2017, to Employment Agreement entered into as of March 31, 2016 and effective as of January 1, 2016, by and between Stewart Information Services Corporation and Matthew W. Morris. |
| 10.2 | | Addendum, entered into as of March 30, 2017 and effective as of January 1, 2017, to Employment Agreement entered into as of March 31, 2016 and effective as of January 1, 2016, by and between Stewart Information Services Corporation and John L. Killea. |
| 10.3 | | Amended and Restated Employment Agreement, entered into as of January 1, 2016, and effective as of January 1, 2016, by and between Stewart Information Services Corporation and David A. Fauth. |
| 10.4 | | Addendum, entered into as of March 30, 2017 and effective as of January 1, 2017, to the Amended and Restated Employment Agreement entered into as of January 1, 2016 and effective as of January 1, 2016, by and between Stewart Information Services Corporation and David A. Fauth. |
| | | |
SIGNATURE
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.
| | | |
| STEWART INFORMATION SERVICES CORPORATION |
| | |
By: | | |
| | | J. Allen Berryman, Chief Financial Officer, Secretary, Treasurer and Principal Financial Officer |
Date: March 31, 2017
EXHIBIT INDEX
| 10.1 | | Addendum, entered into as of March 30, 2017 and effective as of January 1, 2017, to Employment Agreement entered into as of March 31, 2016 and effective as of January 1, 2016, by and between Stewart Information Services Corporation and Matthew W. Morris. |
| 10.2 | | Addendum, entered into as of March 30, 2017 and effective as of January 1, 2017, to Employment Agreement entered into as of March 31, 2016 and effective as of January 1, 2016, by and between Stewart Information Services Corporation and John L. Killea. |
| 10.3 | | Amended and Restated Employment Agreement, entered into as of January 1, 2016, and effective as of January 1, 2016, by and between Stewart Information Services Corporation and David A. Fauth. |
| 10.4 | | Addendum, entered into as of March 30, 2017 and effective as of January 1, 2017, to the Amended and Restated Employment Agreement entered into as of January 1, 2016 and effective as of January 1, 2016, by and between Stewart Information Services Corporation and David A. Fauth. |
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