Stewart Information Services Corp DEFA14A, filed Apr 24, 2020
Stewart Information Services Corp (STC)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to § 240.14a-12. |
| STEWART INFORMATION SERVICES CORPORATION |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| N/A | |
| (2) | Aggregate number of securities to which transactions applies: |
| N/A | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| N/A | |
| (4) | Proposed maximum aggregate value of transaction: |
| N/A | |
| (5) | Total fee paid: |
| N/A | |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| N/A | |
| (2) | Form, Schedule or Registration Statement No.: |
| N/A | |
| (3) | Filing Party: |
| N/A | |
| (4) | Date Filed: |
| N/A |
Step 1: Go to www.envisionreports.com/STC.Step 2: Click on Cast Your Vote or Request Materials.Step 3: Follow the instructions on the screen to log in.www.envisionreports.com/STCOnlineGo to www.envisionreports.com/STC or scan theQR code — login details are located in theshaded bar below.StockholderMeeting Notice++Important Notice Regarding the Availability of Proxy Materials for the Stewart Information Services Corporation Stockholder Meeting to be Held on June 4, 2020Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annualstockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online orrequest a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.We encourage you to access and review all of the important information contained in the proxy materials before voting. TheProxy Statement and Annual Report are available at:Obtaining a Copy of the Proxy Materials –If you want to receive a copy of the proxy materials, you must requestone. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse sideon or before May 25, 2020 to facilitate timely delivery.2NOTEasy Online Access — View your proxy materials and vote.When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.Step 4: Make your selections as instructed on each screen for your delivery preferences.Step 5: Vote your shares.
Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials.PLEASE NOTE:You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.— Internet – Go to www.envisionreports.com/STC. Click Cast Your Vote or Request Materials.— Phone – Call us free of charge at 1-866-641-4276.— Email– Send an email to investorvote@computershare.com with “Proxy Materials Stewart Information Services Corporation” in thesubject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that youwant a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 25, 2020.Stewart Information Services Corporation’s Annual Meeting of Stockholders will be held on June 4, 2020 at 8:30 a.m. Central Timeand will be completely virtual. You may access the meeting online, vote your shares electronically and submit your questionsduring the meeting by visiting www.meetingcenter.io/273896094. You must use the 15-digit control number included on this Noticeto join the meeting at the set date and time. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.The Board of Directors recommend a vote FORall the nominees listed and FORProposals 2, 3, 4 and 5. 1.Election of Directors: 01Thomas G. Apel 02C. Allen Bradley, Jr. 03Robert L. Clarke 04William S. Corey, Jr. 05Frederick H. Eppinger, Jr. 06Deborah J. Matz 07Matthew W. Morris 08Karen R. Pallotta 09Manuel Sánchez 2.Approval of the compensation of Stewart Information Services Corporation’s named executive officers. 3.Ratification of the appointment of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2020. 4.Approval of the Stewart Information Services Corporation 2020 Incentive Plan. 5.Approval of the Stewart Information Services Corporation 2020 Employee Stock Purchase Plan.PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials toreceive a proxy card.