stc-8k_20221017.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 17, 2022

STEWART INFORMATION SERVICES CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

001-02658

74-1677330

(STATE OR OTHER

JURISDICTION)

(COMMISSION FILE NO.)

(I.R.S. EMPLOYER

IDENTIFICATION NO.)

1360 Post Oak Blvd, Suite 100, Houston, Texas 77056

(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (713) 625-8100

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:

	☐	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 240.14d-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	STC	New York Stock Exchange (NYSE)

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 October 17, 2022, John Killea, Chief Legal Officer and Chief Compliance Officer‎ of Stewart Information Services Corporation (the “Company”) informed the Company of his decision to retire effective in early 2023.

Also on October 17, 2022, the Company announced that it plans to appoint Elizabeth Giddens to serve as his successor. Ms. Giddens has been hired as Deputy Chief Legal Officer to work alongside Killea during his transition‎. ‎The exact date of Mr. Killea’s retirement and Ms. Giddens’ appointment as an executive officer has not yet been determined.

Item 8.01 Other Events

On October 17, 2022, the Company issued a press release announcing Mr. Killea’s planned retirement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 8.01 and Exhibit 99.1 attached hereto are not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference.

Item 9.01. Financial Statements and Exhibits.

(d) EXHIBITS

Exhibit No.	Description

99.1	Press release of Stewart Information Services Corporation dated October 17, 2022, announcing retirement of John Killea
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	STEWART INFORMATION SERVICES CORPORATION (Registrant)


	By:	/s/ David C. Hisey
	(David C. Hisey, Chief Financial Officer, Secretary and Treasurer)

Date: October 17, 2022

Exhibit 99.1

Stewart Announces Retirement of Chief Legal Officer John Killea and Hiring of Elizabeth Giddens as its Next Chief Legal Officer

HOUSTON, Oct. 17, 2022 /PRNewswire/ -- Stewart Information Services Corporation (NYSE:STC) today announced the planned retirement of John Killea, Chief Legal Officer and Chief Compliance Officer, effective early next year. Killea joined Stewart in 2000, serving as Chief Legal Officer and Chief Compliance Officer since 2011.

Elizabeth Giddens will succeed Killea as Chief Legal Officer and serve as the Deputy Chief Legal Officer to work alongside Killea during his transition. Giddens comes to Stewart with nearly 25 years of legal expertise, including five years at a top international law firm and 16 years at several public companies, most recently serving as Senior Vice President and General Counsel at Integer Holdings Corporation, where she led its legal department.

"Since I became CEO in 2019, I have benefited from John's judgement and advice on a wide variety of issues affecting our company. During his 22-plus years at Stewart, he has been a trusted and dependable leader to our employees and customers alike, guiding a legal team that is recognized for its excellence in our industry. I wish him all the best in his well-earned retirement," said Fred Eppinger, Stewart CEO.

Eppinger continued, "I'm excited to have Elizabeth onboard working with John as he transitions. She has a diverse background including a number of years in the mortgage industry with proven success and she brings deep experience in securities law, mergers and acquisitions, corporate governance and ethics and compliance to Stewart. Her legal guidance will be imperative as we continue to build the Premier Title Service Company."

"I have been extremely fortunate to have worked with an extraordinary group of people over my 22 years at Stewart," said Killea. "I look forward to working with Elizabeth and the entire legal team on a smooth transition. Elizabeth is a fantastic addition, well equipped to lead and collaborate with the talented team that I am leaving behind. I will be departing a Stewart that has transformed itself under Fred's leadership and is now well-positioned for an even more promising future."

Thomas G. Apel, Chairman of the Board added, "John has been a rock-solid advisor to me and the Stewart Board during his tenure, which will be missed, but we are excited to have Elizabeth assume the role when John departs. She brings the kind of experience and legal acumen we have come to expect, and we look forward to working with her during this transition period and beyond."

Giddens holds a Juris Doctor from the University of Oklahoma, an MBA from the University of Tulsa, and Bachelor of Arts from Trinity University. She is admitted to the State Bars of Texas and Oklahoma.

About Stewart

Stewart (NYSE:STC) is a global real estate services company, offering products and services through our direct operations, network of Stewart Trusted Providers™ and family of companies. From residential and commercial title insurance and closing and settlement services to specialized offerings for the mortgage industry, we offer the comprehensive service, deep expertise and solutions our customers need for any real estate transaction. At Stewart, we are dedicated to becoming the premier title services company and we are committed to doing so by partnering with our customers to create mutual success. Learn more at stewart.com.

ST-IR

CONTACT: John Chattaway, Stewart Media Relations, (713) 625-8180, [email protected]