8-KThe WireRoutine
Shareholder Vote
Filed May 8, 2025 · 1y ago · Accession 0001104659-25-046200
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, 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 7, 2025
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 5.07. Submission of Matters to a Vote of Security Holders.
On May 7, 2025, Stewart Information Services Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders
(the “2025 Annual Meeting”). Only stockholders of record as of the close of business on March 11, 2025 were entitled
to vote at the 2025 Annual Meeting. As of March 11, 2025, 28,026,117 shares of the Company’s Common Stock were outstanding
and entitled to vote at the 2025 Annual Meeting. At the 2025 Annual Meeting, 24,772,278 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 March 26, 2025, were before
the meeting, and they received the following votes:
Proposal
1: Election of Ten Directors to Serve until the 2026 Annual Meeting . The following individuals were elected to serve
as directors of the Company:
For
Against
Abstentions
Broker
Non-Votes
Thomas G. Apel
23,298,591
345,280
9,244
1,119
C. Allen Bradley, Jr.
22,403,222
1,240,675
9,219
1,119
Robert L. Clarke
23,044,192
599,666
9,258
1,119
William S. Corey, Jr.
23,560,573
83,308
9,235
1,119
Frederick H. Eppinger, Jr.
23,435,735
209,026
8,353
1,119
Deborah J. Matz
23,489,553
148,997
14,565
1,119
Matthew W. Morris
23,486,237
157,742
9,136
1,119
Karen R. Pallotta
23,348,245
29,035
14,565
1,119
Manolo Sanchez
23,489,663
148,897
14,555
1,119
Helen Vaid
23,551,872
89,087
12,156
1,119
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
23,049,592
548,637
54,885
1,119
Proposal
3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2025 .
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2025.
For
Against
Abstentions
Broker Non-
Votes
24,337,338
351,227
86,663
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 (Registrant)
By:
/s/
Elizabeth K. Giddens
Elizabeth K. Giddens,
Chief Legal Officer and Corporate Secretary
Date: May 8, 2025
Filing details
- Ticker
- STC
- CIK
- 94344
- Form type
- 8-K
- Filing date
- May 8, 2025
- Report date
- May 7, 2025
- Document
- tm2514530d1_8k.htm
- Size
- 207 KB