UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST
EVENT REPORTED):
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| (STATE OR OTHER JURISDICTION) |
(COMMISSION FILE NO.) | (I.R.S. EMPLOYER IDENTIFICATION NO.) |
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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:
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan
The Board of Directors of Stewart Information Services Corporation (the “Company”) previously approved, subject to stockholder approval, the First Amendment (the “Amendment”) to the Stewart Information Services Corporation (the “Company”) 2020 Incentive Plan (as amended, the “Plan”), pursuant to which the number of shares of the Company’s common stock authorized for issuance under the Plan will be increased by 1,100,000 shares. At the 2024 Annual Meeting (as defined below), the Company’s stockholders approved the Amendment, which shall be effective as of July 1, 2024.
A summary of the Amendment and the Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 26, 2024. The summary and the description above of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 8, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Only stockholders of record as of the close of business on March 11, 2024 were entitled to vote at the 2024 Annual Meeting. As of March 11, 2024, 27,626,289 shares of the Company’s Common Stock were outstanding and entitled to vote at the 2024 Annual Meeting. At the 2024 Annual Meeting, 26,060,951 shares of Common Stock were represented, in person or by proxy, constituting a quorum for the meeting.
The following four proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2024, were before the meeting, and they received the following votes:
Proposal 1: Election of Ten Directors to Serve until the 2025 Annual Meeting. The following individuals were elected to serve as directors of the Company:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| Thomas G. Apel | 24,843,717 | 548,700 | 80,510 | 588,022 | |||||||
| C. Allen Bradley, Jr. | 24,891,985 | 499,133 | 81,809 | 588,022 | |||||||
| Robert L. Clarke | 25,057,376 | 336,496 | 79,056 | 588,022 | |||||||
| William S. Corey, Jr. | 25,141,848 | 249,346 | 81,734 | 588,022 | |||||||
| Frederick Eppinger, Jr. | 25,206,007 | 188,115 | 78,806 | 588,022 | |||||||
| Deborah J. Matz | 24,950,460 | 443,711 | 78,757 | 588,022 | |||||||
| Matthew W. Morris | 25,231,046 | 163,523 | 78,359 | 588,022 | |||||||
| Karen R. Pallotta | 24,741,818 | 649,618 | 81,492 | 588,022 | |||||||
| Manolo Sanchez | 24,952,217 | 441,284 | 79,427 | 588,022 | |||||||
| Helen Vaid | 25,175,302 | 214,187 | 83,439 | 588,022 |
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 | ||||||
| 24,833,851 | 601,157 | 37,920 | 588,022 |
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2024. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstentions | Broker Non-Votes | |||||
| 25,739,616 | 243,029 | 78,3048 | 0 |
Proposal 4: Approval of the First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan. The stockholders approved the First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan.
| For | Against | Abstentions | Broker Non-Votes | |||||
| 24,338,409 | 1,092,958 | 41,560 | 588,022 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 (Registrant) | ||
| By: | /s/ Elizabeth K. Giddens | |
Elizabeth
K. Giddens, |
||
| Date: May 9, 2024 | ||