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 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 | ||
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Elizabeth K. Giddens, Chief Legal Officer and Corporate Secretary |
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| Date: May 18, 2023 | |||