Shareholder Vote

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) May 22, 2020 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 5.07. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders of Old Republic International Corporation held on May 22, 2020 voted on the following four proposals: Proposal #1 - Election of Directors ORI’s shareholders elected the following persons: Nominee For Withheld Broker Non-Votes Charles J. Kovaleski   149,592,618   89,232,768 31,268,666 Craig R. Smiddy   175,901,694   62,923,692 31,268,666 Arnold L. Steiner   103,782,146  135,043,240 31,268,666 Fredricka Taubitz   142,661,260   96,164,126 31,268,666 Aldo C. Zucaro   142,437,732   96,387,654 31,268,666 Proposal #2 - To ratify KPMG LLP as ORI’S independent registered public accounting firm for 2020 ORI’s shareholders voted to approve this proposal as follows:   For Against Abstain Broker Non-Votes Shares Voted 267,277,019 2,509,543 307,490 0         Proposal #3 - An advisory vote to approve executive compensation ORI’s shareholders voted to approve this proposal as follows:   For Against Abstain Broker Non-Votes Shares Voted 223,084,528 14,036,935 1,703,923 31,268,666 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: May 26, 2020 By: /s/  John R, Heitkamp, Jr.                                       John R. Heitkamp, Jr.     Senior Vice President,     Secretary and General Counsel