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) November 16, 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)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 140.14d-2(b))

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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 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.

99.1News Release dated November 22, 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 – 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.