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
April 22, 2013
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 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:
| ¨ | 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 of Certain Officers.
On April 22, 2013, Stewart Information Services Corporation (the “Company”) entered into addendums (collectively, the “Amendments”) to the employment agreements with each of Matthew W. Morris, J. Allen Berryman, Glenn H. Clements, Jason R. Nadeau and Steven M. Lessack in their capacities as the Company’s Chief Executive Officer, Chief Financial Officer, Group President – Direct Operations, Group President – Mortgage and Title Services, and Group President – International Operations, respectively. The Amendments eliminate the provision permitting the executives to voluntarily terminate their employment with the Company following a “change in control” and to receive severance benefits in connection with the termination as if they had terminated their employment for “good reason” (commonly referred to as a “modified single-trigger” change in control provision).
The descriptions of the Amendments contained in this Current Report on Form 8-K are qualified in their entirety by reference to the complete text of the Amendments, copies of which are filed herewith as exhibits and are incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Addendum to Employment Agreement effective April 22, 2013, by and between Stewart Information Services Corporation and Matthew M. Morris. | |
| 10.2 | Addendum to Employment Agreement effective April 22, 2013, by and between Stewart Information Services Corporation and J. Allen Berryman. | |
| 10.3 | Addendum to Employment Agreement effective April 22, 2013, by and between Stewart Information Services Corporation and Glenn H. Clements. | |
| 10.4 | Addendum to Employment Agreement effective April 22, 2013, by and between Stewart Information Services Corporation and Jason R. Nadeau. | |
| 10.5 | Addendum to Employment Agreement effective April 22, 2013, by and between Stewart Information Services Corporation and Steven M. Lessack. | |
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: April 25, 2013 | ||||
Exhibit 10.1
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”) is entered into effective as of April 22, 2013 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Matthew W. Morris (the “Executive”).
W I T N E S S E T H:
WHEREAS, Executive is currently employed with the Company and previously entered into an Employment Agreement with the Company as of January 1, 2012 (“Effective Date”); and
WHEREAS, Executive and the Company have agreed to amend the Agreement to provide for a change in the definition of Good Reason and Executive’s entitlement of certain payments after a Change in Control, as defined in the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Addendum and other good and valuable consideration, the Executive and the Company, intending to be legally bound, hereby agree as follows:
Section 4.7 Good Reason in the Employment Agreement shall be amended and superceded by the following Section 4.7:
“4.7 Good Reason. Notwithstanding any other provision of this Agreement, the Executive’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events constituting “Good Reason” shall occur unless the Executive has consented in writing thereto: (i) the occurrence of any material breach of this Agreement by the Company or any of its affiliates; (ii) any material failure by the Company after a Change of Control of the Company to comply with Section 2 hereof; (iii) following a Change of Control of the Company, the failure to obtain the assumption in writing of all of the Company’s material obligations under this Agreement by any successor to all or substantially all of the assets of the Company or any affiliate within fifteen (15) days after a reorganization, merger, consolidation, sale or other disposition of assets of the Company or such affiliate; (iv) the Company’s assignment to the Executive of any duties materially inconsistent with Executive’s position, including any other action which results in a material diminution in such status, title, authority, duties or responsibility; or (v) the relocation of Executive’s office to a location more than thirty five (35) miles outside Houston, Texas. Any such termination pursuant to this Section 4.7 shall be made by the Executive providing written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any termination for Good Reason pursuant to this Section 4.7 shall be effective sixty (60) days after the date the Executive has given the Company such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing.”
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| EXECUTIVE | ||
| By: | /s/ Matthew W. Morris | |
| Date: | April 22, 2013 | |
| Name: Matthew W. Morris | ||
| Title: Chief Executive Officer | ||
| COMPANY | ||
| Stewart Information Services Corp. | ||
| By: | /s/ Dr. Edward Douglas Hodo | |
| Date: | April 22, 2013 | |
| Name: Dr. Edward Douglas Hodo | ||
| Title: Chairman of the Board | ||
Exhibit 10.2
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”) is entered into effective as of April 22, 2013 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Joseph Allen Berryman (the “Executive”).
W I T N E S S E T H:
WHEREAS, Executive is currently employed with the Company and previously entered into an Employment Agreement with the Company as of January 1, 2012 (“Effective Date”); and
WHEREAS, Executive and the Company have agreed to amend the Agreement to provide for a change in the definition of Good Reason and Executive’s entitlement of certain payments after a Change in Control, as defined in the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Addendum and other good and valuable consideration, the Executive and the Company, intending to be legally bound, hereby agree as follows:
Section 4.7 Good Reason in the Employment Agreement shall be amended and superceded by the following Section 4.7:
“4.7 Good Reason. Notwithstanding any other provision of this Agreement, the Executive’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events constituting “Good Reason” shall occur unless the Executive has consented in writing thereto: (i) the occurrence of any material breach of this Agreement by the Company or any of its affiliates; (ii) any material failure by the Company after a Change of Control of the Company to comply with Section 2 hereof; (iii) following a Change of Control of the Company, the failure to obtain the assumption in writing of all of the Company’s material obligations under this Agreement by any successor to all or substantially all of the assets of the Company or any affiliate within fifteen (15) days after a reorganization, merger, consolidation, sale or other disposition of assets of the Company or such affiliate; (iv) the Company’s assignment to the Executive of any duties materially inconsistent with Executive’s position, including any other action which results in a material diminution in such status, title, authority, duties or responsibility; or (v) the relocation of Executive’s office to a location more than thirty five (35) miles outside Houston, Texas. Any such termination pursuant to this Section 4.7 shall be made by the Executive providing written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any termination for Good Reason pursuant to this Section 4.7 shall be effective sixty (60) days after the date the Executive has given the Company such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing.”
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| EXECUTIVE | ||
| By: | /s/ Joseph Allen Berryman | |
| Date: | April 22, 2013 | |
| Name: Joseph Allen Berryman | ||
| Title: Chief Financial Officer | ||
| COMPANY | ||
| Stewart Information Services Corp. | ||
| By: | /s/ Matthew W. Morris | |
| Date: | April 22, 2013 | |
| Name: Matthew W. Morris | ||
| Title: Chief Executive Officer | ||
Exhibit 10.3
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”) is entered into effective as of April 22, 2013 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Glenn H. Clements (the “Executive”).
W I T N E S S E T H:
WHEREAS, Executive is currently employed with the Company and previously entered into an Employment Agreement with the Company as of January 1, 2012 (“Effective Date”); and
WHEREAS, Executive and the Company have agreed to amend the Agreement to provide for a change in the definition of Good Reason and Executive’s entitlement of certain payments after a Change in Control, as defined in the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Addendum and other good and valuable consideration, the Executive and the Company, intending to be legally bound, hereby agree as follows:
Section 4.7 Good Reason in the Employment Agreement shall be amended and superceded by the following Section 4.7:
“4.7 Good Reason. Notwithstanding any other provision of this Agreement, the Executive’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events constituting “Good Reason” shall occur unless the Executive has consented in writing thereto: (i) the occurrence of any material breach of this Agreement by the Company or any of its affiliates; (ii) any material failure by the Company after a Change of Control of the Company to comply with Section 2 hereof; (iii) following a Change of Control of the Company, the failure to obtain the assumption in writing of all of the Company’s material obligations under this Agreement by any successor to all or substantially all of the assets of the Company or any affiliate within fifteen (15) days after a reorganization, merger, consolidation, sale or other disposition of assets of the Company or such affiliate; (iv) the Company’s assignment to the Executive of any duties materially inconsistent with Executive’s position, including any other action which results in a material diminution in such status, title, authority, duties or responsibility; or (v) the relocation of Executive’s office to a location more than thirty five (35) miles outside Houston, Texas. Any such termination pursuant to this Section 4.7 shall be made by the Executive providing written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any termination for Good Reason pursuant to this Section 4.7 shall be effective sixty (60) days after the date the Executive has given the Company such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing.”
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| EXECUTIVE | ||
| By: | /s/ Glenn H. Clements | |
| Date: | April 22, 2013 | |
| Name: Glenn H. Clements | ||
| Title: Group President, Direct Operations | ||
| COMPANY | ||
| Stewart Information Services Corp. | ||
| By: | /s/ Matthew W. Morris | |
| Date: | April 22, 2013 | |
| Name: Matthew W. Morris | ||
| Title: Chief Executive Officer | ||
Exhibit 10.4
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”) is entered into effective as of April 22, 2013 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Jason Nadeau (the “Executive”).
W I T N E S S E T H:
WHEREAS, Executive is currently employed with the Company and previously entered into an Employment Agreement with the Company as of January 1, 2012 (“Effective Date”); and
WHEREAS, Executive and the Company have agreed to amend the Agreement to provide for a change in the definition of Good Reason and Executive’s entitlement of certain payments after a Change in Control, as defined in the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Addendum and other good and valuable consideration, the Executive and the Company, intending to be legally bound, hereby agree as follows:
Section 4.7 Good Reason in the Employment Agreement shall be amended and superceded by the following Section 4.7:
“4.7 Good Reason. Notwithstanding any other provision of this Agreement, the Executive’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events constituting “Good Reason” shall occur unless the Executive has consented in writing thereto: (i) the occurrence of any material breach of this Agreement by the Company or any of its affiliates; (ii) any material failure by the Company after a Change of Control of the Company to comply with Section 2 hereof; (iii) following a Change of Control of the Company, the failure to obtain the assumption in writing of all of the Company’s material obligations under this Agreement by any successor to all or substantially all of the assets of the Company or any affiliate within fifteen (15) days after a reorganization, merger, consolidation, sale or other disposition of assets of the Company or such affiliate; (iv) the Company’s assignment to the Executive of any duties materially inconsistent with Executive’s position, including any other action which results in a material diminution in such status, title, authority, duties or responsibility; or (v) the relocation of Executive’s office to a location more than thirty five (35) miles outside Houston, Texas. Any such termination pursuant to this Section 4.7 shall be made by the Executive providing written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any termination for Good Reason pursuant to this Section 4.7 shall be effective sixty (60) days after the date the Executive has given the Company such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing.”
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| EXECUTIVE | ||
| By: | /s/ Jason Nadeau | |
| Date: | April 22, 2013 | |
| Name: Jason Nadeau | ||
| Title: Group President, Mortgage and Title Services | ||
| COMPANY | ||
| Stewart Information Services Corp. | ||
| By: | /s/ Matthew W. Morris | |
| Date: | April 22, 2013 | |
| Name: Matthew W. Morris | ||
| Title: Chief Executive Officer | ||
Exhibit 10.5
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”) is entered into effective as of April 22, 2013 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Steven M. Lessack (the “Executive”).
W I T N E S S E T H:
WHEREAS, Executive is currently employed with the Company and previously entered into an Employment Agreement with the Company as of January 1, 2012 (“Effective Date”); and
WHEREAS, Executive and the Company have agreed to amend the Agreement to provide for a change in the definition of Good Reason and Executive’s entitlement of certain payments after a Change in Control, as defined in the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Addendum and other good and valuable consideration, the Executive and the Company, intending to be legally bound, hereby agree as follows:
Section 4.7 Good Reason in the Employment Agreement shall be amended and superceded by the following Section 4.7:
“4.7 Good Reason. Notwithstanding any other provision of this Agreement, the Executive’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events constituting “Good Reason” shall occur unless the Executive has consented in writing thereto: (i) the occurrence of any material breach of this Agreement by the Company or any of its affiliates; (ii) any material failure by the Company after a Change of Control of the Company to comply with Section 2 hereof; (iii) following a Change of Control of the Company, the failure to obtain the assumption in writing of all of the Company’s material obligations under this Agreement by any successor to all or substantially all of the assets of the Company or any affiliate within fifteen (15) days after a reorganization, merger, consolidation, sale or other disposition of assets of the Company or such affiliate; (iv) the Company’s assignment to the Executive of any duties materially inconsistent with Executive’s position, including any other action which results in a material diminution in such status, title, authority, duties or responsibility; or (v) the relocation of Executive’s office to a location more than thirty five (35) miles outside Houston, Texas. Any such termination pursuant to this Section 4.7 shall be made by the Executive providing written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any termination for Good Reason pursuant to this Section 4.7 shall be effective sixty (60) days after the date the Executive has given the Company such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing.”
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| EXECUTIVE | ||
| By: | /s/ Steven M. Lessack | |
| Date: | April 22, 2013 | |
| Name: Steven M. Lessack | ||
| Title: Group President, International Operations | ||
| COMPANY | ||
| Stewart Information Services Corp. | ||
| By: | /s/ Matthew W. Morris | |
| Date: | April 22, 2013 | |
| Name: Matthew W. Morris | ||
| Title: Chief Executive Officer | ||