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) March 17, 2023

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))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 March 17, 2023, the Board of Directors (“Board”) of Old Republic International Corporation (“Corporation”) increased the size of the Board from 13 to 14 directors (“Board size increase”) and appointed J. Eric Smith as a Class 1 director to fill the vacancy created as a result of the Board size increase. The Board also resolved to reduce the size of the Board to 13 directors effective at the Annual Meeting of Shareholders, as Arnold Steiner, who was not slated for re-election, will not continue as a director following the end of his three-year term that expires at the Annual Meeting. Mr. Smith will serve on the Corporation’s Compensation Committee and Governance and Nominating Committee and will stand for election by the stockholders at the 2024 annual meeting.

Prior to his retirement, Mr. Smith served as President and Chief Executive Officer of Swiss Re Americas and was a member of Swiss Re’s Group Executive Committee. Further, he was previously President of USAA Life Insurance Co and President of Allstate Financial Services.

There is no arrangement or understanding between Mr. Smith and any person or entity concerning his selection as a director and there is no plan, contract, arrangement or material compensation agreement with Mr. Smith, other than that he will receive the same directors’ fees as other directors. Further, neither Mr. Smith nor any member of his immediate family have had any disqualifying relationship with the Corporation during the past two years and he has been affirmatively determined to be an independent director by the Board in accordance with the Listed Company Standards of the New York Stock Exchange and the rules and regulation of the Securities 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 March 17, 2023

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.

newsreleasejericsmithadd

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 J. ERIC SMITH TO THE BOARD OF DIRECTORS CHICAGO – March 17, 2023 – Old Republic International Corporation (NYSE: ORI) today announced J. Eric Smith (65) has joined its Board of Directors as of March 17, 2023. He 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 company subsidiaries. Prior to his retirement, Mr. Smith served as President and Chief Executive Officer of Swiss Re Americas and was a member of Swiss Re’s Group Executive Committee. Further, he was previously President of USAA Life Insurance Co and President of Allstate Financial Services. In making the announcement, Spencer LeRoy, Chairman of the Board, noted “our Company will benefit greatly from J. Eric Smith’s insurance, reinsurance, and executive management experience and we are most grateful and pleased with his acceptance to join us.” Including J. Eric Smith, ORI has added seven new, highly qualified individuals to ORI and its major regulated insurance company subsidiaries’ Board of Directors in the last 5 years. In the same time frame, five Directors have departed from the Board. ORI continues to make significant progress to provide greater diversity of talents, profession, and other backgrounds to the Board. 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 business is the third largest in its industry. 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