Bylaw Amendment

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) October 1, 2019 OLD REPUBLIC INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware   001-10607   36-2678171 (State or other jurisdiction   (Commission   (I.R.S. Employer of incorporation)   File Number)   Identification No.)   307 North Michigan Avenue Chicago Illinois 60601     (Address of principal executive offices) (Zip Code)                 (312) 346-8100         (Registrant’s telephone number, including area code)                 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 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 140.14d-2(b)) ☐ Pre-commencement communications 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   ORI   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year Effective October 1, 2019, the Board of Directors of Old Republic International Corporation (the “Company”) has adopted the Amended and Restated By-laws of the Company (the “By-laws”). The amendments to the By-laws include the following changes: • Clarifying the responsibilities of the Chairman of the Board and eliminating that position as an officer position of the Company • Requiring the appointment of a Lead Independent Director in the event that the Chairman of the Board is not independent under applicable standards • Clarifying the role of the Lead Independent Director • Clarifying the responsibilities and authority of the Chief Executive Officer. • Eliminating the position of Executive Vice Chairman All of the changes reflected in the amendments to the By-laws are intended to align with the changes in senior management previously announced by the Company. The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws which is attached as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Amended and Restated By-laws of Old Republic International Corporation 104 Cover page Interactive Data file (embedded within Inline XBRL document) SIGNATURES 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.       OLD REPUBLIC INTERNATIONAL CORPORATION   Registrant             Date: October 2, 2019 By: /s/ John R. Heitkamp, Jr.                                        John R. Heitkamp, Jr.     Senior Vice President,     Secretary and General Counsel