FilingIndex
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.

Read the source below for the full document.

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