8-K
Stewart Information Services Corp (STC)
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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 EARLIESTEVENT REPORTED): May 7, 2025
STEWART INFORMATION SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIEDIN ITS CHARTER)
| Delaware | 001-02658 | 74-1677330 |
|---|---|---|
| (STATE OR OTHERJURISDICTION) | (COMMISSION FILENO.) | (I.R.S. EMPLOYERIDENTIFICATIONNO.) |
1360 Post Oak Blvd, Suite 100, Houston, Texas
77056
(Address Of Principal Executive Offices) (ZipCode)
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<br> 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 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On May 7, 2025, Stewart Information Services Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Only stockholders of record as of the close of business on March 11, 2025 were entitled to vote at the 2025 Annual Meeting. As of March 11, 2025, 28,026,117 shares of the Company’s Common Stock were outstanding and entitled to vote at the 2025 Annual Meeting. At the 2025 Annual Meeting, 24,772,278 shares of Common Stock were represented, in person or by proxy, constituting a quorum for the meeting.
The following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2025, were before the meeting, and they received the following votes:
Proposal1: Election of Ten Directors to Serve until the 2026 Annual Meeting. The following individuals were elected to serve as directors of the Company:
| For | Against | Abstentions | Broker<br> Non-Votes | |
|---|---|---|---|---|
| Thomas G. Apel | 23,298,591 | 345,280 | 9,244 | 1,119 |
| C. Allen Bradley, Jr. | 22,403,222 | 1,240,675 | 9,219 | 1,119 |
| Robert L. Clarke | 23,044,192 | 599,666 | 9,258 | 1,119 |
| William S. Corey, Jr. | 23,560,573 | 83,308 | 9,235 | 1,119 |
| Frederick H. Eppinger, Jr. | 23,435,735 | 209,026 | 8,353 | 1,119 |
| Deborah J. Matz | 23,489,553 | 148,997 | 14,565 | 1,119 |
| Matthew W. Morris | 23,486,237 | 157,742 | 9,136 | 1,119 |
| Karen R. Pallotta | 23,348,245 | 29,035 | 14,565 | 1,119 |
| Manolo Sanchez | 23,489,663 | 148,897 | 14,555 | 1,119 |
| Helen Vaid | 23,551,872 | 89,087 | 12,156 | 1,119 |
Proposal2: Approval, on an advisory and non-binding basis, of the compensation of the Company’s named executive officers**.** The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the Proxy.
| For | Against | Abstentions | Broker<br> Non-<br><br> Votes |
|---|---|---|---|
| 23,049,592 | 548,637 | 54,885 | 1,119 |
Proposal3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2025**.**The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstentions | Broker Non-<br><br>Votes |
|---|---|---|---|
| 24,337,338 | 351,227 | 86,663 | 0 |
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/<br>Elizabeth K. Giddens |
| Elizabeth K. Giddens, <br><br>Chief Legal Officer and Corporate Secretary |
Date: May 8, 2025