8-K 1 tv523976_8k.htm FORM 8-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

 

 

 

FORM 8-K 

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 19, 2019

 

 

 

STEWART INFORMATION SERVICES CORPORATION

(Exact Name of Registrant as Specified in 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 (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)

 

  ¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨

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:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1 par value STC New York Stock Exchange (NYSE)

 

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 company ¨

 

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 June 19, 2019, Stewart Information Services Corporation (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 21,157,873 shares of the Company’s common stock were present in person or by proxy. The stockholders voted on three proposals and cast their votes as described below.

 

Proposal No. 1

 

The Company’s stockholders elected eight of the Company’s directors, constituting the entire Board of Directors, as set forth below:

 

  For   Withheld   Broker Non-Votes
Election of Directors by Common Stockholders          
Arnaud Ajdler 17,536,722   709,238   2,911,913
Thomas G. Apel 14,269,007   3,976,953   2,911,913
C. Allen Bradley 17,102,618   1,143,342   2,911,913
James Chadwick 17,104,303   1,141,657   2,911,913
Glenn C. Christenson 17,578,957   667,003   2,911,913
Robert L. Clarke 17,744,129   501,831   2,911,913
Frederick H. Eppinger 17,940,127   305,833   2,911,913
Matthew W. Morris 17,944,471   301,489   2,911,913

 

Proposal No. 2

 

The Company’s stockholders cast their votes in favor of the advisory resolution regarding the compensation of the Company’s named executive officers as set forth below:

 

For   Against   Abstentions  

Broker

Non-Votes

17,847,285   328,956   69,719   2,911,913

 

Proposal No. 3

 

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent auditors for 2019 as set forth below:

 

For   Against   Abstentions
20,761,197   310,576   86,100

 

 

 

 

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 20, 2019