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Form 10-K STEWART INFORMATION SERV For: Dec 31

February 28, 2022 9:56 AM EST

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Exhibit 4.1
DESCRIPTION OF SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
The following description sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also summarizes relevant provisions of Delaware law. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Delaware law and our certificate of incorporation and our bylaws.

In addition to the summary of our capital stock that follows, we encourage you to review our Amended and Restated Certificate of Incorporation, as amended, or the Restated Certificate of Incorporation, and our By-laws, copies of which are incorporated by reference as exhibits to this Annual Report on Form 10-K.
General
     We have two classes of capital stock authorized:
  
51,500,000 shares of Common stock, $1.00 par value, of which 27,245,591 shares were issued and 26,893,430 shares were outstanding at December 31, 2021; and
 
  
1,000,000 shares of preferred stock, $0.001 par value, none of which were issued and outstanding at December 31, 2021.
Common Stock
Preemptive Rights
     The holders of the common stock do not have preemptive or other rights to subscribe for additional shares of our capital stock or any security convertible into such shares.
Dividend Rights and Restrictions
The holders of common stock are entitled to receive, when, as, and if declared by the Board of Directors, dividends out of funds legally available, payable in cash, stock, or otherwise.
Liquidation Rights
     In the event of liquidation, dissolution, or voluntary or involuntary winding up of Stewart, the holders of the common stock are entitled to share ratably in the distribution of all assets of Stewart remaining after the payment of debts and expenses.
Voting Rights
     Common stock holders have the exclusive right to vote for the election of directors and for all other purposes. Each holder of common stock is entitled to one vote for each share of stock on all matters voted on by our stockholders. No holder of common stock has the right of cumulative voting at any election of directors.
Preferred Stock
     The Board of Directors is authorized to establish, from the authorized shares of preferred stock, one or more classes or series of shares, to designate each such class and series, and to fix the rights and preferences of each such class and series. Each such class or series of preferred stock shall have such voting powers (full or limited or no voting powers), such preferences and relative, participating, optional or other special rights, and such qualifications, limitations, or restrictions as shall be stated and expressed



Exhibit 4.1
in the resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change of control of Stewart (by means of a merger, tender offer, proxy contest or otherwise). The issuance of preferred stock to persons friendly to the Board of Directors could also make it more difficult to remove incumbent directors or management from office even if such a change would be favorable to our stockholders generally.
Anti-Takeover Provisions
     Certain provisions in our Restated Certificate of Incorporation and By-laws may make it less likely that our management would be changed or that someone would acquire voting control of Stewart without the consent of our Board of Directors. These provisions may delay, deter or prevent tender offers or takeover attempts that stockholders may believe are in their best interests, including tender offers or other takeover proposals that might allow stockholders to receive premiums over the market price of their common stock.
Issuance of Preferred Stock
     As discussed above, the Board of Directors could use, under certain circumstances, the preferred stock as a method of discouraging, delaying or preventing a change of control of Stewart (by means of a merger, tender offer, proxy contest or otherwise).
Advance Notice Requirements for Director Nominations
     Our stockholders may nominate candidates for our Board of Directors; however, a stockholder must follow the advance notice procedures described in our By-laws. In general, a stockholder must submit a written notice of the nomination to our Corporate Secretary not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the anniversary of the immediately preceding annual meeting.
Directors’ Ability to Amend By-laws
     Our Board of Directors may adopt, amend or repeal our By-laws, subject to limitations under Delaware law.
Additional Authorized Shares of Common Stock
     Additional shares of authorized common stock available for issuance under our Restated Certificate of Incorporation could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control of Stewart.
Special Meeting of Stockholders
     The By-laws provide that special meetings of stockholders may be called only by our Chairman of the Board, Chief Executive Officer, Board of Directors, or at the request in writing of stockholders owning twenty-five percent (25%) or more of the entire capital stock of Stewart issued and outstanding and entitled to vote. Such provisions, together with the other anti-takeover provisions described in this section, also could have the effect of discouraging a third party from initiating a proxy contest, making a tender or exchange offer or otherwise attempting to obtain control of Stewart.
Delaware Anti-Takeover Law
     Under Section 203 of the Delaware General Corporation Law, certain “business combinations” between a Delaware corporation whose stock generally is publicly traded or held of record by more than 2,000 stockholders and an “interested stockholder” are prohibited for a three-year period following the date that such stockholder became an interested stockholder, unless (1) the corporation has elected in its



Exhibit 4.1
certificate of incorporation or by-laws not to be governed by the Delaware anti-takeover law (Stewart has not made such an election), (2) either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder was approved by the board of directors of the corporation before the stockholder became an interested stockholder, (3) upon consummation of the transaction that made it an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction (excluding voting stock owned by directors who are also officers or held in employee stock plans in which the employees do not have a right to determine confidentially whether to tender or vote stock held by the plan), or (4) the business combination was approved by the board of directors of the corporation and ratified by 66 2/3% of the voting stock which the interested stockholder did not own.
     The three-year prohibition does not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors.
     The term “business combination” is defined generally to include mergers or consolidations between a Delaware corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporations or its majority-owned subsidiaries and transactions which increase an interested stockholder’s percentage ownership of stock. The term “interested stockholder” is defined generally as a stockholder who becomes the beneficial owner of 15% or more of a Delaware corporation’s voting stock. Section 203 could have the effect of delaying, deferring or preventing a change in control of Stewart.
Transfer Agent
     The Transfer Agent and Registrar for the common stock is Computershare, and its address is P.O. Box 505000, Louisville, KY 40233-5000.



Exhibit 21.1
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
December 31, 2021
NameState, Territory or Country of Origin
Stewart Title of Alabama, LLCAlabama
Stewart Title & Trust of TucsonArizona
Stewart Title of Arkansas, LLCArkansas
EQUIMINECalifornia
Informative ResearchCalifornia
Asset Preservation, Inc.California
API NR 1 LLCCalifornia
API NR 2 LLCCalifornia
API NR 3 LLCCalifornia
API NR 4 LLCCalifornia
API Stewart Holdings LLCCalifornia
InterCity Capital CorporationCalifornia
Rapattoni CorporationCalifornia
Stewart Title of California, Inc.California
Stewart Title of SacramentoCalifornia
Stewart Title of PlacerCalifornia
SAB Holdings, LLCColorado
Stewart Lender Services - Latin America, S.A.Costa Rica
Stewart Information Services CorporationDelaware
CloudVirga, Inc.Delaware
NotaryCam, Inc.Delaware
Stewart Appraisal Management, Inc.Delaware
Factom, Inc.Delaware
Stewart Valuation Services, LLCDelaware
Stewart Title & Trust of Phoenix, Inc.Delaware
US RES Holdco, LLCDelaware
Timeshare Administration Group, LLCFlorida
Stewart Properties of Tampa, Inc.Florida
GIT Holding Company, Inc.Illinois
GIT Settlement Services LLCIllinois
Greater Illinois Tax Deferred Exchange CorporationIllinois
Greater Illinois Title Company, Inc.Illinois
United States Appraisals, LLCKansas
ValuGuard Solutions, LLCKansas
Pro-Teck Services LtdMassachusetts
Stewart Title Guaranty de Mexico, S.A. de C.V.Mexico
Advanced Support and Knowledge Services, LLCMichigan
Eliseco, Inc.Michigan
Devonshire Title Agency, LLCMichigan
Equity Title Agency LLCMichigan



Exhibit 21.1
NameState, Territory or Country of Origin
Hantz Title Agency, LLCMichigan
New Title, LLCMichigan
Interstate Title, Inc.Michigan
Metropolitan Title & Escrow, LLCMissouri
Stewart Title Inspection Service, LLCNevada
1501 Tilton Road, Inc.New Jersey
Chestnut Title Agency, LLCNew Jersey
Fieldstone Title Agency, LLCNew Jersey
Stewart Title of Albuquerque, L.L.C.New Mexico
Stewart Title of Dona Ana, Inc.New Mexico
TCNM, LLCNew Mexico
Parked Properties NY, Inc.New York
PARKED OS LLCNew York
Stewart Title Insurance CompanyNew York
API NC HOLDINGS II LLCNorth Carolina
API NC HOLDINGS III LLCNorth Carolina
Red River Title Services, Inc.North Dakota
Signature Closers, LLCOhio
First Ohio Title Insurance Agency, Ltd.Ohio
North Forest Title Services, LLCOhio
Polaris Title Services, LLCOhio
RET Solutions, LLCOhio
Title First Agency, Inc.Ohio
Caliber Title Agency, LLCOhio
Developers Title, LLCOhio
Midwest Home Title Agency, LLCOhio
NVR Title Agency, L.L.C.Ohio
Oklahoma Land Title Services, LLCOklahoma
Stewart Title of Oklahoma, Inc.Oklahoma
Stewart Pakistan (Private) LimitedPakistan
Stewart Pakistan (Private) LimitedPakistan
API PA HOLDINGS LLCPennsylvania
LandSafe Default, Inc.Pennsylvania
Advantage Title Solutions, S.R.L.Romania
Yankton Title Company, Inc.South Dakota
Homeland Title LLCTennessee
Memorial Title, LLCTennessee
Summit Land Title, LLCTennessee
Sumner Title & Escrow, LLCTennessee
Stewart Title CompanyTexas
9ONE5 Title, LLCTexas
Bison Tax Service Company, LLCTexas
Chadco Builders, Inc.Texas



Exhibit 21.1
NameState, Territory or Country of Origin
Classic Title Company, LLCTexas
Crown Title Company of Houston, LLCTexas
Fulghum, Inc.Texas
GESS Management, L.L.C.Texas
GESS Real Estate Investments, L.P.Texas
Great American Title of Houston, LLCTexas
HMH Title Company, LLCTexas
IT24 of Houston, LLCTexas
Landon Title Company, LLCTexas
LCH Title Company, L.C.Texas
Millennium Title of Texas, L.C.Texas
National Transfer Services, LLCTexas
Priority Title, LLCTexas
Professional Real Estate Tax Service of North Texas, L.L.C.Texas
Professional Real Estate Tax Service, L.L.C.Texas
PropertyInfo CorporationTexas
Advantage Title Solutions, LLCTexas
PSI-Fire, L.P.Texas
Red Oak Title, LLCTexas
Stewart Financial Services, Inc.Texas
Stewart Lender Services, Inc.Texas
Home Retention Services, Inc.Texas
Stewart Solutions, LLCTexas
Stewart Title of Austin, LLCTexas
ABC Title, LLCTexas
Bedrock Title Company, LLCTexas
Graystone Title Company, LLCTexas
Stewart Title of Lubbock, Inc.Texas
Lubbock Data, Inc.Texas
Stewart Title of the Coastal Bend, Inc.Texas
Texarkana Title & Abstract Company, Inc.Texas
Texas Guild Title, LLCTexas
Title Data, Inc.Texas
Stewart Title Guaranty CompanyTexas
Stewart Title LimitedUnited Kingdom
Stewart Title of Utah, Inc.Utah
Western America Title Service, LLCUtah
Brazos Insurance CompanyVermont
Title Reinsurance CompanyVermont
Stewart Land Title Services, L.L.C.Virginia



Exhibit 21.1
NameState, Territory or Country of Origin
Richmond Settlement Solutions, LLCVirginia
Stewart Title & Settlement Services, Inc.Virginia
Stewart Title and Escrow, Inc.Virginia
Richmond Settlement Solutions, LLCVirginia
Rainier Title, LLCWashington
The Landover CorporationWashington
Liberty Title and Abstract, Inc.Wisconsin
Thomas Title & Escrow, LLCWyoming




EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm


The Board of Directors
Stewart Information Services Corporation:


We consent to the incorporation by reference in the registration statement (No. 333-240279) on Form S-3 and (Nos. 333-196389 and 333-239919) on Form S-8 of our reports dated February 28, 2022, with respect to the consolidated financial statements and financial statement schedules I and II of Stewart Information Services Corporation and subsidiaries and the effectiveness of internal control over financial reporting.


/s/ KPMG LLP
Houston, Texas
February 28, 2022




EXHIBIT 31.1
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Frederick H. Eppinger, certify that:
1. I have reviewed this quarterly report on Form 10-K of Stewart Information Services Corporation (registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Dated:February 28, 2022
        /s/ Frederick H. Eppinger
Name:  Frederick H. Eppinger
Title: Chief Executive Officer



EXHIBIT 31.2
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, David C. Hisey, certify that:
1. I have reviewed this quarterly report on Form 10-K of Stewart Information Services Corporation (registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:February 28, 2022
        /s/ David C. Hisey
Name:  David C. Hisey
Title: Chief Financial Officer, Secretary and Treasurer


EXHIBIT 32.1
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Stewart Information Services Corporation (the “Company”) on Form 10-K for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frederick H. Eppinger, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated:
February 28, 2022
        /s/ Frederick H. Eppinger
Name: Frederick H. Eppinger
Title: Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to Stewart Information Services Corporation and will be retained by Stewart Information Services Corporation and furnished to the Securities and Exchange Commission or its staff upon request.


EXHIBIT 32.2
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Stewart Information Services Corporation (the “Company”) on Form 10-K for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David C. Hisey, Chief Financial Officer, Secretary, and Treasurer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated:
February 28, 2022
        /s/ David C. Hisey
Name: David C. Hisey
Title: Chief Financial Officer, Secretary and Treasurer
A signed original of this written statement required by Section 906 has been provided to Stewart Information Services Corporation and will be retained by Stewart Information Services Corporation and furnished to the Securities and Exchange Commission or its staff upon request.



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