8-K

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) April 15, 2021

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2021, the Board of Directors (“Board”) of Old Republic International Corporation (“Corporation”) increased the size of the Board from 14 to 15 directors (“Board size increase”) and appointed Ms. Lisa Jeffries Caldwell as a Class 2 director to fill the vacancy created as a result of the Board size increase, effective immediately. The Board also resolved to reduce the size of the Board to 14 directors effective immediately prior to the Corporation’s 2021 annual meeting, at which time Mr. Harrington Bischof, who is not slated for reelection, will step down from the Board. Ms. Caldwell will serve on the Corporation’s Compensation Committee and Governance and Nominating Committee and will stand for election by the stockholders at the 2022 annual meeting. Ms. Caldwell is the Chief Executive Officer of Caldwell Collection, LLC and previously served as the Executive Vice President and Chief Human Resources Officer of Reynolds American, R. J. Reynolds Tobacco Company, and RAI Services until her retirement in 2018. She is a member of the board of directors of Triad Business Bank and she has served in leadership roles at many charitable and educational organizations.

There is no arrangement or understanding between Ms. Caldwell and any person or entity concerning her selection as a director and there is no plan, contract, arrangement or material compensation agreement with Ms. Caldwell, other than that she will receive the same directors’ fees as other directors. Further, neither Ms. Caldwell nor any member of her immediate family have had any disqualifying relationship with the Corporation during the past two years and she has been affirmatively determined to be an independent director by the Board of Directors in accordance with the Listed Company Standards of the New York Stock Exchange and the rules and regulation of the Security Exchange Commission concerning independence.

A full text of the Corporation’s announcement is included as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1    News Release dated April 15, 2021

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.

Document

CHICAGO – April 15, 2021 – Old Republic International Corporation (NYSE: ORI) – today announced that Lisa Jeffries Caldwell (60) has joined its Board of Directors as of April 15, 2021. She has concurrently been appointed to the Board’s Compensation, and Governance and Nominating Committees, as well as to the Directorship of ORI’s major regulated insurance underwriting subsidiaries.

In 2018, Ms. Caldwell retired after serving as the Executive Vice President and Chief Human Resources Officer during a 27-year career with Reynolds American, Inc., a former Fortune 500 member. In making the announcement, Al Zucaro, Chairman of ORI’s Board, noted that “Our Company will benefit greatly from Lisa’s distinguished career and lifetime achievements. From humble beginnings, she achieved much personal and professional success. She did it all through the welcoming ways that America offers to all that can and dare to accomplish the best that they can be. In retirement she has continued to serve her community and pursue her entrepreneurial spirit. Most recently Lisa formed a private boutique clothing business and participated in the establishment of the Triad Business Bank of whose Board she is a member. It is for all this and more that she will be a most welcome addition to Old Republic’s Board.”

Including Lisa Caldwell, Old Republic will have added seven new Directors in the five years through May 2021. In the same time frame, four Directors will have left the Board due to retirements. As a result, significant progress has been made to provide greater diversity of talents, and professional and other backgrounds to the Board. This ongoing evolution has required a temporary enlargement of the Board’s constituency from the long-standing objective of an eleven member group. The latter objective is expected to be met during the next few years through the combination of retirements and the normal Director nomination and slating processes.

About Old Republic

Chicago-based Old Republic International Corporation is one of the nation’s 50 largest shareholder-owned insurance businesses. It is a member of the Fortune 500 listing of America’s largest companies. The Company is organized as an insurance holding company whose subsidiaries actively market, underwrite, and provide risk management services for a wide variety of coverages mostly in the general and title insurance fields. A long-term interest in mortgage guaranty and consumer credit indemnity coverages has devolved to a run-off operating mode in recent years. Old Republic’s general insurance business ranks among the nation’s 50 largest, while its title insurance operations are the third largest in its industry.

The nature of Old Republic’s business requires that it be managed for the long run. Its consistent and reliable cash dividend policy reflects this long-term orientation. The current annualized dividend rate of $0.88 per share marks the 40th consecutive year that Old Republic has boosted this rate, and 2021 becomes the 80th year of uninterrupted regular cash dividend payments. Here’s a summary of recent years’ total book and market returns, which include the addition and reinvestment of cash dividend payments, in comparison with the financial performance of three selected indices similarly developed.

N/A – not available / *Estimated.

According to the most recent edition of Mergent’s Dividend Achievers, Old Republic is listed in 58th place among just 113 qualifying publicly-held companies, out of thousands considered, that have posted at least 25 consecutive years of annual dividend growth.