8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

January 3, 2017 (December 28, 2016)
Date of Report (Date of earliest event reported)

STEWART INFORMATION SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-02658	74-1677330
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

1980 Post Oak Blvd.
Houston, Texas
(Address of principal executive offices) 77056
(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:

¨ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On December 28, 2016, the Board of Directors of the Company (the “Board”) appointed each of Clifford A. Bradley and Frederick H. Eppinger (collectively, the “New Independent Directors”) to the Board.

From 2005 to 2015, Mr. Bradley served as the Chairman and Chief Executive Officer of AMERISAFE, Inc., an insurance holding company. Prior to his experience at AMERISAFE, Inc., Mr. Bradley served as a state representative in the Louisiana House of Representatives from 1984 to 1992. Mr. Bradley also served as a director for the National Council on Compensation Insurance, Inc. from 2012 until 2016.

From 2003 to 2016, Mr. Eppinger served as the President, Chief Executive Officer and director of Hanover Insurance Group (fka Allmerica Financial Corp), a holding company whose business operations include insurance products and services in the property and casualty operating segments. Mr. Eppinger currently serves as a director for the Centene Corporation.

Neither Mr. Bradley nor Mr. Eppinger has been appointed to serve on any committee of the Board at this time. As of the date of his appointment, neither of Messrs. Bradley and Eppinger has entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K. Upon their appointment to the Board, each of Messrs. Bradley and Eppinger was awarded a proration of their annual compensation and retainer fees equal to $13,150.68 in cash and 435 shares of common stock, par value $1.00 per share, of the Company. Going forward, each of Messrs. Bradley and Eppinger’s annual compensation and retainer fees will be consistent with that provided to the Company’s other non-management directors. Annual Board compensation for non-management directors was comprised of the following fees for the year following the Company’s 2016 annual meeting of stockholders:

• Annual cash Board retainer of $40,000

• Annual stock Board retainer of $60,000, which is fully vested at the time of grant

• Annual cash Committee Chair retainers in the following amounts:

º Audit — $15,000

º Compensation — $10,000

º Nominating and Corporate Governance — $10,000

• Meeting fees in the following amounts:

º Board of Directors — $3,000 in-person/$2,000 telephonic (in the event a director must travel from out of state, an additional $1,000 fee is paid)

º Audit —  $2,500

º Compensation —  $2,000

º Nominating and Corporate Governance — $2,000

Directors have the option to take the entire annual Board retainer in stock. If they choose this option, they will be granted a 15% bonus on the portion that would otherwise be paid in cash, payable in stock only. In addition, the Company reimburses reasonable expenses incurred for attendance at Board and committee meetings.

Also on December 28, 2016, in accordance with their advance irrevocable resignation letters delivered to the Company in connection with that certain agreement (the “Agreement”), dated as of October 17, 2016, by and among the Company and Starboard Value LP and certain of its affiliates (collectively, “Starboard”), Laurie C. Moore and Governor Frank Keating resigned from the Board of Directors and all applicable committees thereof effective upon the Board’s appointment of the New Independent Directors. Prior to her resignation, Ms. Moore served as a member of the Audit Committee of the Board and the Compensation Committee of the Board. Prior to his resignation, Gov. Keating served as a member of the Compensation Committee of the Board.

The appointment of the New Independent Directors to the Board fulfills the Company’s obligations under the Agreement to appoint two new directors who qualify as “independent” pursuant to the New York Stock Exchange listing standards and the rules and regulations of the U.S. Securities and Exchange Commission.

A copy of the Company’s press release announcing the appointment of the New Independent Directors to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01            Financial Statements and Exhibits.

(d) Exhibits

Exhibit: No.	Description
99.1	Press release regarding the appointment of two new directors issued by Stewart Information Services Corporation on January 3, 2017

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/ J. Allen Berryman
	J. Allen Berryman, Chief Financial Officer,
	Secretary and Treasurer

Date: January 3, 2017

EXHIBIT INDEX

Exhibit: No.	Description
99.1	Press release regarding the appointment of two new directors issued by Stewart Information Services Corporation on January 3, 2017

EX-99.1

 Exhibit 99.1 

NEWS RELEASE

STEWART INFORMATION SERVICES CORP. P.O. Box 2029 Houston, Texas 77252-2029

CONTACT (713) 625-8180; mediarelations@stewart.com

 

FOR IMMEDIATE RELEASE

Stewart Names Clifford Allen Bradley and Frederick H. Eppinger
to Board of Directors

HOUSTON (January 3, 2017) – Stewart announced today the appointments of Clifford Allen Bradley and Frederick H. Eppinger to the company’s board of directors. Until his retirement in 2016, Bradley served as chairman of Amerisafe, Inc., where he previously served as its CEO from 2003 through 2015. Eppinger most recently served as president, CEO and director for The Hanover Insurance Group until his retirement in 2016.

Bradley assumes the Stewart board position after more than two decades in executive positions at Amerisafe, a leading specialty provider of workers’ compensation insurance. He was responsible for managing Amerisafe’s underwriting operations beginning in 2000. He also served as general counsel from 1996 to 2000 and as chairman of Amerisafe’s board of directors from 2005 to 2016.

Eppinger comes to the Stewart board with more than 35 years of experience in finance and strategic marketing in the insurance industry. Eppinger’s experience includes serving as partner for the global management consulting firm McKinsey & Company from 1985 to 2000. Most recently, Eppinger led Hanover’s significant financial turnaround and unprecedented growth, more than doubling the company in size, from 2003 to 2016. Hanover provides a wide range of property and casualty services and is currently ranked in the top 25 property casualty insurers in the United States.

“We conducted an exhaustive search for individuals who would broaden our board’s breadth of talent and are thrilled with the selection of these two individuals. I look forward to working with both of these highly accomplished executives,” said Tom Apel, chairman of the Stewart board. “I would also like to thank retiring board members Governor Frank Keating and Laurie Moore-Moore for their many years of dedicated service. We owe them both a debt of gratitude and wish them all the best.”

“Allen and Fred together bring a record of strong operational and strategic experience that generated exceptional results at their respective companies and will greatly complement our board,” said Stewart CEO Matt Morris. “Their combined financial, legal, operational and insurance industry knowledge, along with their appreciation of the title space, are welcome additions, and I look forward to working closely with them both in their new roles.”

Bradley received his bachelor’s degree from Southeastern Louisiana University and earned his law degree from Louisiana State University. Eppinger graduated from the College of the Holy Cross and earned his MBA at Dartmouth’s Tuck School of Business.

About Stewart
Stewart Information Services Corporation (NYSE-STC) is a global real estate services company, offering products and services through our direct operations, network of Stewart Trusted Providers™ and family of companies. From residential and commercial title insurance and closing and settlement services to specialized offerings for the mortgage industry, we offer the comprehensive service, deep expertise and solutions our customers need for any real estate transaction. At Stewart, we believe in building strong relationships – and these partnerships are the cornerstone of every closing, every transaction and every deal. Stewart. Real partners. Real possibilities.™ More information is available at stewart.com, subscribe to the Stewart blog at blog.stewart.com, or follow Stewart on Twitter^® @stewarttitleco.

Trademarks are the property of their respective owners.

# # #