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 25, 2023 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 (“ORI”) was held on May 25, 2023, to vote on the following five proposals, for which the final vote results are set forth below: Proposal #1 – To Elect Four Directors: ORI’s shareholders elected the following persons: Nominee For Withheld Broker Non-Votes Barbara A. Adachi 227,109,709 10,028,702 29,076,732 Charles J. Kovaleski 209,565,844 27,572,567 29,076,732 Craig R. Smiddy 233,426,403 3,712,008 29,076,732 Fredricka Taubitz 228,874,351 8,264,060 29,076,732 Proposal #2 – To Ratify KPMG LLP as ORI’S independent registered public accounting firm for 2023: ORI’s shareholders voted to approve this proposal as follows: For Against Abstain Broker Non-Votes Shares Voted 264,565,602 1,282,326 367,215 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 224,908,075 11,343,245 887,091 29,076,732 Proposal #4 – To Amend and Restate ORI’s Certificate of Incorporation to limit the liability of Officers as permitted by Delaware law: ORI’s shareholders voted to approve this proposal as follows: For Against Abstain Broker Non-Votes Shares Voted 191,996,531 44,403,325 738,555 29,076,732 Proposal #5 – An Advisory Vote on the Frequency of Voting on Executive Compensation: ORI’s shareholders voted on this proposal as follows and a majority voted for a one year frequency: 1 Year 2 Years 3 Years Abstain Broker Non-Votes Shares Voted 225,558,787 1,227,722 9,797,324 554,578 29,076,732 Item 9.01 Financial Statements and Exhibits. (d) Exhibits 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: May 30, 2023 By: /s/   Thomas A. Dare    Thomas A. Dare Senior Vice President, Secretary and General Counsel