Form 8-K STEWART INFORMATION SERV For: May 26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 Charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone
number, including area code:
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 |
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 May 26, 2022, Stewart Information Services Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). Only stockholders of record as of the close of business on April 1, 2022 were entitled to vote at the 2022 Annual Meeting. As of April 1, 2022, 27,161,012 shares of the Company’s Common Stock were outstanding and entitled to vote at the 2022 Annual Meeting. At the 2022 Annual Meeting, 24,955,277 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 April 14, 2022, were before the meeting, and they received the following votes:
Proposal 1: Election of Nine Directors to Serve until the 2023 Annual Meeting. The following individuals were elected to serve as directors of the Company:
| For | Withheld | Broker Non-Votes | ||||||||||
| Thomas G. Apel | 23,029,714 | 435,076 | 1,490,487 | |||||||||
| C. Allen Bradley, Jr. | 22,479,075 | 985,714 | 1,490,487 | |||||||||
| Robert L. Clarke | 22,876,202 | 588,587 | 1,490,487 | |||||||||
| William S. Corey, Jr. | 23,327,693 | 137,097 | 1,490,487 | |||||||||
| Frederick H. Eppinger, Jr. | 23,374,319 | 90,471 | 1,490,487 | |||||||||
| Deborah J. Matz | 22,699,862 | 764,927 | 1,490,487 | |||||||||
| Matthew W. Morris | 23,253,832 | 210,957 | 1,490,487 | |||||||||
| Karen R. Pallotta | 22,697,832 | 766,957 | 1,490,487 | |||||||||
| Manuel Sanchez | 22,689,420 | 775,370 | 1,490,487 | |||||||||
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 | |||||||||||
| 22,855,624 | 559,597 | 49,555 | 1,490,487 |
Proposal 3: Non-binding, advisory vote on the frequency of future advisory votes on the compensation paid to the Company’s named executive officers. A proposal relating to the frequency of the stockholder advisory vote to approve the compensation of the Company’s named executive officers received a majority of the votes cast in favor of a stockholder advisory vote every one year with the votes shown:
| Every 1 year | Every 2 years | Every 3 years | Abstentions | Broker Non-Votes |
||||||||||||||
| 21,841,682 | 43,200 | 1,541,861 | 38,046 | 1,490,487 |
Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2022. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 24,388,279 | 452,133 | 114,864 | 0 |
In light of the voting results with respect to the frequency of future stockholder votes on executive compensation (detailed above under the voting results for Proposal 3), the Company’s Board of Directors has determined that the Company will hold an annual advisory vote on executive compensation until the next required advisory vote on the frequency of the vote on executive compensation, or until the Board of Directors determines it is in the best interest of the Company to hold such vote with different frequency.
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: May 27, 2022
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