UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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) |
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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:
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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
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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 27, 2021, Stewart Information Services Corporation (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). Only stockholders of record as of the close of business on April 1, 2021 were entitled to vote at the 2021 Annual Meeting. As of April 1, 2021, 26,951,845 shares of the Company’s Common Stock were outstanding and entitled to vote at the 2021 Annual Meeting. At the 2021 Annual Meeting, 25,148,687 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 15, 2021, were before the meeting, and they received the following votes:
Proposal 1: Election of Nine Directors to Serve until the 2022 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 | 23,587,873 | 361,448 | 1,199,365 | |||||||||
| C. Allen Bradley, Jr. | 23,339,016 | 610,304 | 1,199,365 | |||||||||
| Robert L. Clarke | 23,435,521 | 513,800 | 1,199,365 | |||||||||
| William S. Corey, Jr. | 23,905,901 | 43,420 | 1,199,365 | |||||||||
| Frederick H. Eppinger, Jr. | 23,825,971 | 123,350 | 1,199,365 | |||||||||
| Deborah J. Matz | 23,846,276 | 103,045 | 1,199,365 | |||||||||
| Matthew W. Morris | 23,815,170 | 134,151 | 1,199,365 | |||||||||
| Karen R. Pallotta | 23,416,779 | 532,542 | 1,199,365 | |||||||||
| Manuel Sanchez | 23,448,254 | 501,066 | 1,199,365 | |||||||||
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 | |||||||
| 23,426,752 | 449,690 | 72,879 | 1,199,365 |
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2021. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
| For | Against | Abstain | Broker Non-Votes | |||||||
| 24,706,244 | 352,014 | 90,427 | 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/ David C. Hisey | |
| David C. Hisey, Chief Financial Officer, Secretary, Treasurer | ||
| Date: June 1, 2021 | ||
Cover |
May 27, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 27, 2021 |
| Entity File Number | 001-02658 |
| Entity Registrant Name | STEWART INFORMATION SERVICES CORPORATION |
| Entity Central Index Key | 0000094344 |
| Entity Tax Identification Number | 74-1677330 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1360 Post Oak Blvd. |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77056 |
| City Area Code | 713 |
| Local Phone Number | 625-8100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $1 par value |
| Trading Symbol | STC |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |