form8k051909.htm
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 14,
2009
OLD REPUBLIC
INTERNATIONAL CORPORATION
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(Exact name of
registrant as specified in its charter)
Delaware
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001-10607
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36-2678171
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(State or
other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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307 North Michigan
Avenue, Chicago, Illinois 60601
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(Address of
principal executive offices) (Zip Code)
(312)
346-8100
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(Registrant’s
telephone number, including area code)
N/A
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(Former name or
former address, if changed since last report)
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
140.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.05. Amendments to the
Registrant’s Code of Ethics, or Waiver of a Provision of the Code of
Ethics
At the regularly
scheduled meeting of the Board of Directors (the “Board”) of Old Republic
International Corporation (the “Company”), on May 14, 2009, the Board approved
an amendment to the Company’s Code of Ethics for the Principal Executive Officer
and Senior Financial Officers to include compliance, as necessary, with
international financial reporting standards.
Item
8.01. Other
Events
The Company’s Board
approved revisions to the Company’s Code of Business Conduct and Ethics (the
“Code of Conduct”), Corporate Governance Guidelines (the “Governance
Guidelines”), Audit Committee Charter, Compensation Committee Charter, and
Governance and Nominating Committee (the “Governance Committee”) Charter at its
regularly scheduled meeting on May 14, 2009. The revisions were recommended by
the Audit, Compensation, and Governance Committees, respectively, following
their annual Charter reviews. None of the revisions were substantive. The Code
of Conduct, Governance Guidelines, and Charters may be viewed on the Company’s
web site at www.oldrepublic.com.
Printed copies are available to shareholders of the Company upon
request.
The Code of Conduct
added an annual acknowledgment and certification by affected individuals. The
Governance Guidelines added language regarding independence and business
background as well as service on multiple Boards and changes in jobs. The Audit
Committee Charter added language concerning ordinary administrative expenses and
the discussion of earnings releases and financial information provided to
analysts and rating agencies. The Compensation Committee Charter increased the
size of the Committee to a maximum of seven and eliminated ex-officio members.
The Governance and Nominating Committee Charter was amended to add the word
“Governance” to its name and to provide for joint approval of Compensation for
new Board members with the Compensation Committee.
Item
9.01. Financial Statements and
Exhibits
(c) Exhibits
99.1
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Code of
Ethics for the Principal Executive Officer and Senior Financial
Officers
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99.2
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Code of
Business Conduct and Ethics
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99.3
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Corporate
Governance Guidelines
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99.4
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Audit
Committee Charter
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99.5
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Compensation
Committee Charter
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99.6
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Governance
and Nominating Committee Charter
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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.
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OLD REPUBLIC
INTERNATIONAL CORPORATION
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Registrant
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Date: May 19,
2009
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By: /s/ Karl W.
Mueller
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Karl W.
Mueller
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Senior Vice
President,
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Chief
Financial Officer, and
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Chief
Accounting Officer
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INDEX TO
EXHIBITS
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Exhibits
99.1 Code
of Ethics for the Principal Executive Officer and Senior Financial
Officers
99.2 Code
of Business Conduct and Ethics
99.3 Corporate
Governance Guidelines
99.4 Audit
Committee Charter
99.5 Compensation
Committee Charter
99.6 Governance
and Nominating Committee Charter