Old Republic International Corp 8-K, filed Nov 22, 2021
Old Republic International Corp (ORI)
8-K
2021-11-22
For: 2021-11-16
View Original
Added on
April 04, 2026
About this 8-K
Old Republic International Corp filed this 8-K on November 22, 2021, reporting on events of November 16, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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) November 16, 2021
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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).
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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.
On November 16, 2021, the Board of Directors (the “Board”) of Old Republic International Corporation (the “Corporation”) increased the size of the Board from 13 to 14 directors (“Board size increase”) and elected Ms. Barbara Adachi as a Class 3 director to fill the vacancy created as a result of the Board size increase, effective December 16, 2021. Ms. Adachi will stand for election by the stockholders at the 2023 annual meeting. Her board committee assignments have not yet been determined. Prior to her retirement in 2013, Ms. Adachi was the chief executive and National Managing Partner for Deloitte Consulting’s Human Capital Consulting Practice.
There is no arrangement or understanding between Ms. Adachi and any person or entity concerning her selection as a director and there is no plan, contract, arrangement or material compensation agreement with Ms. Adachi, other than that she will receive the same directors’ fees as other directors. Further, neither Ms. Adachi 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.
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.
| OLD REPUBLIC INTERNATIONAL CORPORATION | ||||||||
| Registrant | ||||||||
| Date: November 22, 2021 | By: /s/ Thomas A. Dare | |||||||
| Thomas A. Dare | ||||||||
| Senior Vice President, | ||||||||
| Secretary and General Counsel | ||||||||
| NEWS RELEASE | |||||
 | |||||
| At Old Republic: | At Financial Relations Board: | ||||
Craig R. Smiddy, President and CEO | Analysts/Investors: Joe Calabrese 212/827-3772 | ||||
| OLD REPUBLIC ANNOUNCES THE ADDITION OF BARBARA ADACHI TO THE BOARD OF DIRECTORS | |||||
CHICAGO – November 22, 2021 -- Old Republic International Corporation (NYSE: ORI) today announced Barbara Adachi (71) will be joining its Board of Directors as well as to the Directorship of ORI’s major regulated insurance company subsidiaries.
Prior to her retirement in 2013, Ms. Adachi was the chief executive and National Managing Partner for Deloitte Consulting’s Human Capital Consulting Practice, a $1B practice with over 3,000 practitioners in the U.S., Mexico, and India. In making the announcement, Spencer LeRoy, Chairman of the Board, noted “our Company will benefit greatly from Barbara Adachi’s wide-ranging experience in business strategy, human capital, and organization transformation. We are most grateful and pleased with her acceptance to join us.”
Including Barbara Adachi, ORI will have added eight new, highly qualified individuals to ORI’s and its major regulated insurance company subsidiaries’ Board of Directors in the last four years. In the same time frame, five Directors have left the Board. ORI continues to make significant progress to provide greater diversity of talents, professions, and other backgrounds to the Board. This ongoing evolution has required a temporary enlargement of the Board’s constituency to fourteen members.
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. 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 includes the addition and reinvestment of cash dividend payments, in comparison with the financial performance of three selected indices similarly developed.
| ORI | Selected Indices' Compounded | ||||||||||||||||
| Annual | Annual | Total Annual Returns | |||||||||||||||
| Book Value | Market Value | Nominal | S & P | ||||||||||||||
| Compounded | Compounded | Gross | S & P | P&C | |||||||||||||
| Total | Total | Domestic | 500 | Insurance | |||||||||||||
| Return | Return | Product | Index | Index | |||||||||||||
| Ten Years 2001 – 2010 | 8.0% | 1.9% | 3.9% | 1.4% | 1.0% | ||||||||||||
| Ten Years 2011 – 2020 | 8.8% | 9.9% | 3.3% | 13.9% | 14.3% | ||||||||||||
| Twenty Years 2001 – 2020 | 8.4% | 5.8% | 3.6% | 7.5% | 7.4% | ||||||||||||
| First Nine Months 2020 – only | 5.2% | -31.7% | -2.6% | 5.6% | -11.2% | ||||||||||||
| First Nine Months 2021 – only | 11.4% | 35.4% | 7.9% | 15.9% | 9.7% | ||||||||||||
For Old Republic’s latest news releases and other corporate documents: Please visit us at www.oldrepublic.com | ||||||||
Alternatively, please write or call: Investor Relations Old Republic International Corporation 307 North Michigan Avenue, Chicago, IL 60601 (312) 346-8100 | ||||||||