8-K

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

September 12, 2016

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))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Employment Agreement with Steven M. Lessack

On September 12, 2016 Stewart Information Services Corporation (the “Company”) and Steven M. Lessack, the Company’s Group President, agreed to amend Mr. Lessack’s employment agreement (the “Employment Agreement”) with the Company in order to revise certain metrics used to determine Mr. Lessack’s compensation under the Company’s short term incentive plan. The amendment of Mr. Lessack’s target metrics under the plan reflects recent adjustments to the Company’s allocation methodology that disproportionately impacted the calculation of Mr. Lessack’s award under the plan.  The Company’s required performance as measured by modified operating revenue and modified EBITDA to achieve Mr. Lessack’s baseline, target and maximum payout levels has been modified accordingly. Mr. Lessack’s overall target payout under the plan will remain unchanged at 60% of his base pay, or $285,000.

The Employment Agreement otherwise remains in full force and effect and all other terms will not be modified in any respect. The forgoing description of the amendment does not purport to be complete and is subject to, and qualified in its entirety, by the revised Exhibit A to the Employment Agreement, which is attached hereto as Exhibit 10.1. and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

ExhibitNo.	Description
10.1	Exhibit A to the Employment Agreement entered as of March 31, 2016, effective as of January 1, 2016, by and between Stewart Information Services Corporation and Steven M. Lessack.

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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/ J. Allen Berryman
	J. Allen Berryman, Chief Financial Officer, Secretary, Treasurer and Principal Financial Officer

Date: September 14, 2016

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EXHIBIT INDEX

ExhibitNo.		Description
10.1	Exhibit A to the Employment Agreement entered as of March 31, 2016, effective as of January 1, 2016, by and between Stewart Information Services Corporation and Steven M. Lessack.

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EX-10

EXHIBIT A

This Exhibit A retroactively replaces and supersedes the Exhibit A attached to the Agreement between Executive and Company dated January 1, 2016

ANNUAL SHORT TERM INCENTIVE PLAN

(“STI PLAN”)

Executive shall be eligible to participate in the Company’s Annual Bonus Payment Program, also known as the Short Term Incentive Plan (“STI Plan”). The STI Plan shall be determined by the Board of Directors (“Board”), in its sole discretion. Payout amount will be determined by the attainment towards metrics which are both specific to your position as well as reflective of corporate performance.

As part of its analysis, the Board will consider the following targets in determining the amount of the Short Term Incentive (“STI”) payment to the Executive:

STI will be delivered as a cash bonus and will be payable between January 1 and March 31 of the calendar year following the calendar year to which the bonus relates.  STI payout is expressed as a percentage of your Annual Salary.

Threshold Annual STI payout is the equivalent of 50% of your target payout.

Target Annual STI payout is the equivalent of 100% of your target payout, which is 60% of your Annual Salary.

Maximum Annual STI payout is the equivalent of 200% of your target payout. In order to receive more than 100% of target on non-Corporate goals, the actual Corporate Modified EBITDA results must at least reach the Corporate Modified EBITDA threshold level.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EXECUTIVE:	COMPANY:
______________________________ Steven M. Lessack	STEWART INFORMATION SERVICES CORPORATION By:__________________________________
	Name:  Matthew W. Morris Title:  Chief Executive Officer
Date:_______________________________	Date:_______________________________

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