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 17, 2023
STEWART INFORMATION SERVICES CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-02658 | | 74-1677330 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1360 Post Oak Blvd., Suite 100 Houston, Texas | | 77056 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 713-625-8100
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communication 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $1 par value | STC | New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 17, 2023, Stewart Information Services Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). Only stockholders of record as of the close of business on March 20, 2023 were entitled to vote at the 2023 Annual Meeting. As of March 20, 2023, 27,390,756 shares of the Company’s Common Stock were outstanding and entitled to vote at the 2023 Annual Meeting. At the 2023 Annual Meeting, 25,078,124 shares of Common Stock were represented, in person or by proxy, constituting a quorum for the meeting.
The following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2023, were before the meeting, and they received the following votes:
Proposal 1: Election of Nine Directors to Serve until the 2024 Annual Meeting. The following individuals were elected to serve as directors of the Company:
| | | For | | | Withheld | | | Broker Non-Votes | |
| Thomas G. Apel | | | 23,231,150 | | | | 669,709 | | | | 1,177,264 | |
| C. Allen Bradley | | | 20,127,398 | | | | 3,773,461 | | | | 1,177,264 | |
| Robert L. Clarke | | | 22,964,917 | | | | 935,942 | | | | 1,177,264 | |
| William S. Corey, Jr. | | | 23,570,785 | | | | 330,074 | | | | 1,177,264 | |
| Frederick Eppinger | | | 23,383,007 | | | | 517,852 | | | | 1,177,264 | |
| Deborah J. Matz | | | 23,011,615 | | | | 889,244 | | | | 1,177,264 | |
| Matthew W. Morris | | | 23,380,577 | | | | 520,282 | | | | 1,177,264 | |
| Karen Pallotta | | | 22,949,104 | | | | 951,755 | | | | 1,177,264 | |
| Manuel Sanchez | | | 23,001,022 | | | | 899,837 | | | | 1,177,264 | |
Proposal 2: Approval, on an advisory and non-binding basis, of the compensation of the Company’s named executive officers. The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the Proxy.
| For | | Against | | Abstentions | | Broker Non-Votes |
| 23,467,980 | | 350,197 | | 82,682 | | 1,177,264 |
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2023. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| For | | Against | | Abstentions | | Broker Non-Votes |
| 24,521,476 | | 464,739 | | 91,908 | | 0 |
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: | /s/ Elizabeth K. Giddens | |
| | | Elizabeth K. Giddens, Chief Legal Officer and Corporate Secretary | |
| | | |
| Date: May 18, 2023 | | |
