8-KThe WireRoutine
Shareholder Vote
Filed Jun 1, 2021 · 5y ago · Accession 0001104659-21-074993
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
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 27, 2021
STEWART INFORMATION SERVICES CORPORATION
(Exact Name of Registrant as Specified
in Charter)
Delaware
001-02658
74-1677330
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1360
Post Oak Blvd.
Houston , Texas
77056
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number,
including area code: 713 - 625-8100
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 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
Common Stock, $1 par value
STC
New York Stock Exchange (NYSE)
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 27, 2021, Stewart Information Services Corporation (the “Company”)
held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). Only stockholders of record as of the close of business
on April 1, 2021 were entitled to vote at the 2021 Annual Meeting. As of April 1, 2021, 26,951,845 shares of the Company’s
Common Stock were outstanding and entitled to vote at the 2021 Annual Meeting. At the 2021 Annual Meeting, 25,148,687 shares of Common
Stock were represented, in person or by proxy, constituting a quorum for the meeting.
The following three proposals, each of which is described in detail
in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2021, were before the
meeting, and they received the following votes:
Proposal
1: Election of Nine Directors to Serve until the 2022 Annual Meeting. The following individuals were elected to serve as directors
of the Company:
Name of Director Nominees
For
Withheld
Broker
Non-Votes
Thomas G. Apel
23,587,873
361,448
1,199,365
C. Allen Bradley, Jr.
23,339,016
610,304
1,199,365
Robert L. Clarke
23,435,521
513,800
1,199,365
William S. Corey, Jr.
23,905,901
43,420
1,199,365
Frederick H. Eppinger, Jr.
23,825,971
123,350
1,199,365
Deborah J. Matz
23,846,276
103,045
1,199,365
Matthew W. Morris
23,815,170
134,151
1,199,365
Karen R. Pallotta
23,416,779
532,542
1,199,365
Manuel Sanchez
23,448,254
501,066
1,199,365
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
Abstain
Broker Non-Votes
23,426,752
449,690
72,879
1,199,365
Proposal
3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2021. The
stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2021.
For
Against
Abstain
Broker Non-Votes
24,706,244
352,014
90,427
0
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: June 1, 2021
Filing details
- Ticker
- STC
- CIK
- 94344
- Form type
- 8-K
- Filing date
- Jun 1, 2021
- Report date
- May 27, 2021
- Document
- tm2118004d1_8k.htm
- Size
- 212 KB