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 17, 2023       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., 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 17, 2023, Stewart Information Services Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). Only stockholders of record as of the close of business on March 20, 2023 were entitled to vote at the 2023 Annual Meeting. As of March 20, 2023, 27,390,756‎ shares of the Company’s Common Stock were outstanding and entitled to vote at the 2023 Annual Meeting. At the 2023 Annual Meeting, ‎‎25,078,124‎ 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 5, 2023, were before the meeting, and they received the following votes:   Proposal 1: Election of Nine Directors to Serve until the 2024 Annual Meeting . The following individuals were elected to serve as directors of the Company:       For     Withheld     Broker Non-Votes   Thomas G. Apel     23,231,150       669,709       1,177,264   C. Allen Bradley     20,127,398       3,773,461       1,177,264   Robert L. Clarke     22,964,917       935,942       1,177,264   William S. Corey, Jr.     23,570,785       330,074       1,177,264   Frederick Eppinger     23,383,007       517,852       1,177,264   Deborah J. Matz     23,011,615       889,244       1,177,264   Matthew W. Morris     23,380,577       520,282       1,177,264   Karen Pallotta     22,949,104       951,755       1,177,264   Manuel Sanchez     23,001,022       899,837       1,177,264     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 ‎23,467,980   ‎350,197   ‎82,682   ‎1,177,264     Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2023 . The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.   For   Against   Abstentions   Broker Non-Votes ‎24,521,476   ‎464,739   ‎91,908   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/ Elizabeth K. Giddens       Elizabeth K. Giddens, Chief Legal Officer and Corporate Secretary         Date:  May 18, 2023