Old Republic International Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ORI
Property-Casualty Insurers
Finance
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 22, 2025
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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):
Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Old Republic International Corporation (“ORI”) was held on May 22, 2025, to vote on the following three (3) proposals, for which the final vote results are set forth below:
Proposal #1 – Election of Directors
ORI’s shareholders elected the following persons:
| Nominee | For | Against | Withheld | Broker Non-Votes | ||||||||||
| Steven J. Bateman | 191,109,747 | 1,920,829 | 342,483 | 28,702,057 | ||||||||||
| Lisa J. Caldwell | 174,410,688 | 18,502,009 | 460,362 | 28,702,057 | ||||||||||
| Glenn W. Reed | 189,223,250 | 3,817,430 | 332,379 | 28,702,057 | ||||||||||
| Therace M. Risch | 187,484,901 | 5,499,806 | 388,352 | 28,702,057 | ||||||||||
Proposal #2 – To ratify KPMG LLP as ORI’s independent registered public accounting firm for 2025:
ORI’s shareholders voted to approve this proposal as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Shares Voted | 220,656,019 | 1,029,403 | 389,694 | 0 | ||||||||||
Proposal #3 – An advisory vote to approve executive compensation:
ORI’s shareholders voted to approve this proposal as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Shares Voted | 187,206,392 | 5,316,356 | 850,311 | 28,702,057 | ||||||||||
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits | |||||
| Exhibit Number | Exhibit Description | ||||
| 104 | Cover page Interactive Data file (embedded within Inline XBRL document) | ||||
SIGNATURES
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.
| OLD REPUBLIC INTERNATIONAL CORPORATION | ||||||||
| Registrant | ||||||||
| Date: May 28, 2025 | By: /s/ Thomas A. Dare | |||||||
| Thomas A. Dare | ||||||||
| Senior Vice President, | ||||||||
| Secretary and General Counsel | ||||||||