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) May 25, 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 5.07. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Old Republic International Corporation (“ORI”) was held on May 25, 2023, to vote on the following five proposals, for which the final vote results are set forth below:

Proposal #1 – To Elect Four Directors:

ORI’s shareholders elected the following persons:

Proposal #2 – To Ratify KPMG LLP as ORI’S independent registered public accounting firm for 2023:

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

Proposal #3 – An Advisory Vote to Approve Executive Compensation:

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

Proposal #4 – To Amend and Restate ORI’s Certificate of Incorporation to limit the liability of Officers as permitted by Delaware law:

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

Proposal #5 – An Advisory Vote on the Frequency of Voting on Executive Compensation:

ORI’s shareholders voted on this proposal as follows and a majority voted for a one year frequency:

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.