8-K - ORI - Equibles

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) May 22, 2025

OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)		Delaware	001-10607	36-2678171
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(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)		307 North Michigan Avenue	Chicago	Illinois	60601
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(Address of principal executive offices) (Zip Code)
(312)	346-8100
(Registrant’s telephone number, including area code)
N /A
(Former name or former address, if changed since last report)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock / $1 par value	ORI	New York Stock Exchange

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

The Annual Meeting of Shareholders of Old Republic International Corporation (“ORI”) was held on May 22, 2025, to vote on the following three (3) proposals, for which the final vote results are set forth below:

Proposal #1 – Election of Directors

ORI’s shareholders elected the following persons:

Nominee	For	Against	Withheld	Broker Non-Votes
Steven J. Bateman	191,109,747	1,920,829	342,483	28,702,057
Lisa J. Caldwell	174,410,688	18,502,009	460,362	28,702,057
Glenn W. Reed	189,223,250	3,817,430	332,379	28,702,057
Therace M. Risch	187,484,901	5,499,806	388,352	28,702,057

Proposal #2 – To ratify KPMG LLP as ORI’s independent registered public accounting firm for 2025:

ORI’s shareholders voted to approve this proposal as follows:

	For	Against	Abstain	Broker Non-Votes
Shares Voted	220,656,019	1,029,403	389,694	0

Proposal #3 – An advisory vote to approve executive compensation:

ORI’s shareholders voted to approve this proposal as follows:

	For	Against	Abstain	Broker Non-Votes
Shares Voted	187,206,392	5,316,356	850,311	28,702,057

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit Number	Exhibit Description
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: May 28, 2025	By: /s/ Thomas A. Dare
		Thomas A. Dare
		Senior Vice President,
		Secretary and General Counsel