Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 8, 2024   STEWART INFORMATION SERVICES CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)   DELAWARE   001-02658   74-1677330 (STATE OR OTHER JURISDICTION)   (COMMISSION FILE NO.)   (I.R.S. 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:     ¨ 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 240.14d-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 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 (§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 5.02.               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan   The Board of Directors of Stewart Information Services Corporation (the “Company”) ‎previously approved, subject to stockholder approval, the First Amendment (the “Amendment”) to the Stewart Information Services Corporation (the “Company”) 2020 Incentive Plan (as amended, the “Plan”), pursuant to which the number of shares of the Company’s common stock authorized for issuance under the Plan will be increased by 1,100,000 shares. At the 2024 Annual Meeting (as defined below), the Company’s stockholders approved the Amendment, which shall be effective as of July 1, 2024.   A summary of the Amendment and the Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 26, 2024. The summary and the description above of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.   Item 5.07. Submission of Matters to a Vote of Security Holders.   On May 8, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Only stockholders of record as of the close of business on March 11, 2024 were entitled to vote at the 2024 Annual Meeting. As of March 11, 2024, 27,626,289‎ shares of the Company’s Common Stock were outstanding and entitled to vote at the 2024 Annual Meeting. At the 2024 Annual Meeting, ‎‎ 26,060,951‎ 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 March 26, 2024, were before the meeting, and they received the following votes:   Proposal 1: Election of Ten Directors to Serve until the 2025 Annual Meeting . The following individuals were elected to serve as directors of the Company:       For     Against     Abstentions     Broker Non-Votes Thomas G. Apel   24,843,717     548,700     80,510     588,022 C. Allen Bradley, Jr.   24,891,985     499,133     81,809     588,022 Robert L. Clarke   25,057,376     336,496     79,056     588,022 William S. Corey, Jr.   25,141,848     249,346     81,734     588,022 Frederick Eppinger, Jr.   25,206,007     188,115     78,806     588,022 Deborah J. Matz   24,950,460     443,711     78,757     588,022 Matthew W. Morris   25,231,046     163,523     78,359     588,022 Karen R. Pallotta   24,741,818     649,618     81,492     588,022 Manolo Sanchez   24,952,217     441,284     79,427     588,022 Helen Vaid   25,175,302     214,187     83,439     588,022   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 ‎24,833,851     ‎601,157     ‎37,920     ‎588,022         Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2024 . The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.   For   Against     Abstentions     Broker Non-Votes ‎25,739,616   ‎243,029     ‎78,3048     0   Proposal 4: Approval of the First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan . The stockholders approved the First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan.   For   Against     Abstentions     Broker Non-Votes ‎24,338,409   ‎1,092,958     ‎41,560     588,022   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   Exhibit No . Description     10.1 First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan.‎ 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).         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 (Registrant)       By: /s/ Elizabeth K. Giddens   Elizabeth K. Giddens,  Chief Legal Officer and Corporate Secretary     Date: May 9, 2024