8-KThe WireRoutine
Shareholder Vote
Filed May 28, 2025 · 1y ago · Accession 0000074260-25-000106
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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, 2025
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 22, 2025, to vote on the following three (3) proposals, for which the final vote results are set forth below:
Proposal #1 – Election of Directors
ORI’s shareholders elected the following persons:
Nominee For Against Withheld Broker Non-Votes
Steven J. Bateman 191,109,747 1,920,829 342,483 28,702,057
Lisa J. Caldwell 174,410,688 18,502,009 460,362 28,702,057
Glenn W. Reed 189,223,250 3,817,430 332,379 28,702,057
Therace M. Risch 187,484,901 5,499,806 388,352 28,702,057
Proposal #2 – To ratify KPMG LLP as ORI’s independent registered public accounting firm for 2025:
ORI’s shareholders voted to approve this proposal as follows:
For Against Abstain Broker Non-Votes
Shares Voted 220,656,019 1,029,403 389,694 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 187,206,392 5,316,356 850,311 28,702,057
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Description
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 28, 2025 By: /s/ Thomas A. Dare
Thomas A. Dare
Senior Vice President,
Secretary and General Counsel
Filing details
- Ticker
- ORI
- CIK
- 74260
- Form type
- 8-K
- Filing date
- May 28, 2025
- Report date
- May 22, 2025
- Document
- ori-20250522.htm
- Size
- 156 KB