f8k052215.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 22, 2015
OLD REPUBLIC INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
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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))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(e)
At the Company’s Annual Meeting of Shareholders on May 22, 2015, the Company’s stockholders approved the Old Republic International Corporation 2016 Incentive Compensation Plan (the “Plan”). The description of the Plan is at pages 27 to 30 of the Company’s Proxy Statement dated April 15, 2015 (the “Proxy Statement”). A copy of the Plan is attached as Exhibit 99.1 of this Form 8-K. The Plan shall become effective February 24, 2016.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Old Republic International Corporation (“ORI”) held on May 22, 2015 voted on the following five proposals:
Proposal #1 – Election of Directors
ORI’s shareholders elected the following persons:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Harrington Bischof
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190,073,032
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21,197,100
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33,388,227
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Spencer LeRoy III
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170,128,682
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41,141,450
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33,388,227
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Charles F. Titterton
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209,778,388
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1,491,744
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33,388,227
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Steven R. Walker
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210,299,443
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970,689
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33,388,227
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Proposal #2 – To Ratify KPMG LLP as ORI’S Independent Registered Public Accounting Firm for 2015
ORI’s shareholders voted to approve this proposal as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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Shares Voted
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243,978,650
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404,124
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275,585
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-
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Proposal #3 – An Advisory Vote to Approve Executive Compensation
ORI’s shareholders voted to approve this proposal as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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Shares Voted
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207,337,484
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3,307,132
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625,516
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33,388,227
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Proposal #4 – To Approve the Old Republic International Corporation 2016 Incentive Compensation Plan
ORI’s shareholders voted to approve this proposal as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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Shares Voted
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170,089,001
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40,600,335
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580,796
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33,388,227
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Proposal #5 – The Shareholder Proposal by CalPERS Requesting ORI to Adopt a Majority Voting Standard in Uncontested Elections of Directors
ORI’s shareholders voted as follows on this proposal:
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For
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Against
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Abstain
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Broker Non-Votes
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Shares Voted
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165,127,721
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45,283,140
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859,271
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33,388,227
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Old Republic International Corporation 2016 Incentive Compensation Plan
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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 28, 2015
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By: /s/ John R. Heitkamp, Jr.
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John R. Heitkamp, Jr.
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Senior Vice President,
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Secretary and General Counsel |
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