Investors Title Co 8-K, filed May 22, 2025
Investors Title Co (ITIC)
8-K
2025-05-22
For: 2025-05-21
View Original
Added on
April 07, 2026
About this 8-K
Investors Title Co filed this 8-K on May 22, 2025, reporting on events of May 21, 2025.
Items reported
- Item 5.07: Shareholder vote results
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 21, 2025
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of | (Commission | (I.R.S. Employer | ||||||||||||||||||||||||
| Incorporation or Organization) | File Number) | Identification No.) | ||||||||||||||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 968-2200
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 21, 2025, Investors Title Company held its Annual Meeting of Shareholders. The results of the meeting were as follows:
1. Election of Directors. Our shareholders elected the following directors for three-year terms or until their successors are elected and qualified:
FOR | WITHHELD | BROKER NON-VOTES | |||||||||
J. Allen Fine | 1,239,127 | 211,826 | 209,439 | ||||||||
Joseph B. Dempster, Jr. | 1,429,061 | 21,892 | 209,439 | ||||||||
James H. Speed, Jr. | 989,975 | 460,978 | 209,439 | ||||||||
2. Say on Pay Proposal. Our shareholders approved the advisory resolution approving the compensation paid to our named executive officers as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
1,408,191 | 23,694 | 19,068 | 209,439 | ||||||||
3. Say on Pay Frequency Proposal. Our shareholders approved an advisory vote on the frequency of the advisory vote to approve executive officer compensation as follows:
1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | ||||||||
492,688 | 1,097 | 954,437 | 2,731 | ||||||||
A majority of the votes cast by shareholders on the Say on Frequency Proposal voted, on an advisory basis, to hold an advisory vote to approve the compensation of our named executive officers every three years. Based on these results, and consistent with the recommendation of the Board of Directors, future shareholder advisory votes on executive compensation will occur every three years until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our Annual Meeting of Shareholders in 2031.
4. Auditor Ratification. Our shareholders ratified the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for 2025 as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
1,651,418 | 7,067 | 1,907 | 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 hereunto duly authorized.
| INVESTORS TITLE COMPANY | ||||||||||||||
| Date: | May 21, 2025 | By: | /s/ James A. Fine, Jr. | |||||||||||
| James A. Fine, Jr. | ||||||||||||||
| President, Treasurer and Chief Financial Officer | ||||||||||||||