UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 4, 2020, Stewart Information Services Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). Only stockholders of record as of the close of business on April 8, 2020 were entitled to vote at the 2020 Annual Meeting. As of April 8, 2020, 23,825,708 shares of the Company’s Common Stock were outstanding and entitled to vote at the 2020 Annual Meeting. At the 2020 Annual Meeting, 22,081,133 shares of Common Stock were represented, in person or by proxy, constituting a quorum for the meeting.
The following five proposals, each of which is described in
detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2020, were
before the meeting, and they received the following votes:
Proposal 1: Election of Nine Directors to Serve until the 2021 Annual Meeting. The following individuals were elected to serve as directors of the Company:
| Name of Director Nominees | For | Withheld | Broker Non-Votes |
| Thomas G. Apel | 20,355,601 | 655,103 | 1,070,429 |
| C. Allen Bradley, Jr. | 20,553,769 | 456,935 | 1,070,429 |
| Robert L. Clarke | 20,491,289 | 519,415 | 1,070,429 |
| William S. Corey, Jr. | 20,675,929 | 334,775 | 1,070,429 |
| Frederick H. Eppinger, Jr. | 20,619,920 | 390,784 | 1,070,429 |
| Deborah J. Matz | 20,667,068 | 333,636 | 1,070,429 |
| Matthew W. Morris | 20,593,179 | 417,525 | 1,070,429 |
| Karen R. Pallotta | 20,677,465 | 333,239 | 1,070,429 |
| Manuel Sanchez | 20,676,678 | 334,026 | 1,070,429 |
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 | Abstain | Broker Non-Votes |
| 20,212,383 | 756,809 | 41,512 | 1,070,429 |
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2020. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
| For | Against | Abstain | Broker Non-Votes |
| 21,742,793 | 241,385 | 96,955 | 0 |
Proposal 4: Approval of the Stewart Information Services Corporation 2020 Incentive Plan. The stockholders approved the Company’s 2020 Incentive Plan.
| For | Against | Abstain | Broker Non-Votes |
| 20,298,349 | 599,111 | 113,244 | 1,070,429 |
Proposal 5: Approval of the Stewart Information Services Corporation 2020 Employee Stock Purchase Plan. The stockholders approved the Company’s 2020 Employee Stock Purchase Plan.
| For | Against | Abstain | Broker Non-Votes |
| 20,867,623 | 31,793 | 111,288 | 1,070,429 |
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/ David C. Hisey | |
| David C. Hisey, Chief Financial Officer, Secretary, Treasurer | ||
| Date: June 8, 2020 | ||