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 26, 2022     STEWART INFORMATION SERVICES CORPORATION (Exact Name of Registrant as Specified in Charter)     Delaware   001-02658   74-1677330 (State or other jurisdiction   (Commission   (IRS Employer of incorporation)   File Number)   Identification No.)   1360 Post Oak Blvd., Suite 100     Houston , Texas   77056 (Address of principal executive offices)   (Zip Code)   Registrant's telephone number, including area code: 713 - 625-8100   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 26, 2022, Stewart Information Services Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). Only stockholders of record as of the close of business on April 1, 2022 were entitled to vote at the 2022 Annual Meeting. As of April 1, 2022, 27,161,012‎ shares of the Company’s Common Stock were outstanding and entitled to vote at the 2022 Annual Meeting. At the 2022 Annual Meeting, ‎‎24,955,277‎ shares of Common Stock were represented, in person or by proxy, constituting a quorum for the meeting.   The following four proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2022, were before the meeting, and they received the following votes:   Proposal 1: Election of Nine Directors to Serve until the 2023 Annual Meeting . The following individuals were elected to serve as directors of the Company:       For     Withheld     Broker Non-Votes   Thomas G. Apel     23,029,714       435,076       1,490,487   C. Allen Bradley, Jr.     22,479,075       985,714       1,490,487   Robert L. Clarke     22,876,202       588,587       1,490,487   William S. Corey, Jr.     23,327,693       137,097       1,490,487   Frederick H. Eppinger, Jr.     23,374,319       90,471       1,490,487   Deborah J. Matz     22,699,862       764,927       1,490,487   Matthew W. Morris     23,253,832       210,957       1,490,487   Karen R. Pallotta     22,697,832       766,957       1,490,487   Manuel Sanchez     22,689,420       775,370       1,490,487     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       Abstentions       Broker Non-Votes     ‎22,855,624‎       ‎559,597‎       ‎49,555‎       ‎1,490,487‎       Proposal 3: Non-binding, advisory vote on the frequency of future advisory votes on the compensation paid to the Company’s named executive officers . A proposal relating to the frequency of the stockholder advisory vote to approve the compensation of the Company’s named executive officers received a majority of the votes cast in favor of a stockholder advisory vote every one year with the votes shown:     Every 1 year       Every 2 years       Every 3 years       Abstentions       Broker Non-Votes     ‎‎21,841,682‎       ‎‎43,200‎       ‎‎1,541,861‎       ‎38,046‎       ‎1,490,487‎       Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2022 . The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.     For       Against       Abstentions       Broker Non-‎Votes     ‎24,388,279‎       ‎452,133‎       ‎114,864       ‎0     In light of the voting results with respect to the frequency of future stockholder votes on executive compensation (detailed above under the voting results for Proposal 3), the Company’s Board of Directors has determined that the Company will hold an annual advisory vote on executive compensation until the next required advisory vote on the frequency of the vote on executive compensation, or until the Board of Directors determines it is in the best interest of the Company to hold such vote with different frequency.         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: May 27, 2022