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    Stewart Information Services Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/8/25 4:53:14 PM ET
    $STC
    Specialty Insurers
    Finance
    Get the next $STC alert in real time by email
    false 0000094344 STEWART INFORMATION SERVICES CORP 0000094344 2025-05-07 2025-05-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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

     

     

     

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