Stewart Information Services Corp 8-K, filed Jan 15, 2020
Stewart Information Services Corp (STC)
About this 8-K
Stewart Information Services Corp filed this 8-K on January 15, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 15, 2020, Stewart Information Services Corporation (the “Company”) issued a press release announcing the departure of Matthew W. Morris, its president.
Mr. Morris and the Company entered into a Voluntary Separation Agreement and Release dated January 15, 2020 (the “Separation Agreement”) consistent with the terms of his Amended and Restated Employment Agreement entered into as of January 1, 2016. The Separation Agreement provides for customary mutual general release of claims, as well as certain confidentiality, non-disclosure, non-solicitation and non-disparagement obligations. Subsequent to standard applicable revocation periods, the Company will pay Mr. Morris (i) a severance payment of $1,230,000.00 less applicable payroll taxes, (ii) a payment equal to $1,230,000.00 reflecting an amount two times Mr. Morris’ target payment amount for fiscal year 2020 under the Company’s Short Term Incentive Plan (the “STI Plan”) and (iii) an amount equal to Mr. Morris’ calculated 2019 STI payment to be determined no later than on or around March 15, 2020. The Separation Agreement also provides (i) that all unvested grants issued pursuant to the Company’s Long Term Incentive Plan will be subject to special pro-rata vesting and (ii) that the Company will continue medical coverage under Mr. Morris’ currently elected medical coverage plan in accordance with the continuation requirements of COBRA for a period of time not to exceed 12 months.
In connection with his departure, the Company also entered into a Professional Services Agreement (the “Consulting Agreement”) that will be effective immediately. Mr. Morris will assist the Company with various transition and consulting services on a part-time basis, for which he will earn a monthly fee of $25,000. The Consulting Agreement is terminable by either party upon 15-day written notice.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 99.1 | Press release issued by the Company on January 15, 2020. |
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 | |||
| By: | /s/ David C. Hisey | ||
| David C. Hisey, Chief Financial Officer, Secretary, Treasurer | |||
Date: January 15, 2020
Exhibit 99.1
NEWS RELEASE
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STEWART INFORMATION SERVICES CORP. P.O. Box 2029 Houston, Texas 77252-2029 |
CONTACT Stewart Media Relations (713) 625-8180; mediarelations@stewart.com |
Stewart Title
President Matthew Morris
Announces His Departure
HOUSTON (January 15, 2020) – Stewart Information Services Corporation announced today that Matthew Morris, President and former Chief Executive Officer, announced his departure effective Wednesday, Jan. 15, 2020. Morris will continue to serve as a member of Stewart’s Board of Directors. In addition, Morris will provide advisory services to the company and to new CEO Fred Eppinger throughout the next six months.
“I have been very pleased with Fred’s integration into Stewart and grateful for a seamless transition as the company makes bold plans for the future,” said Morris. “I look forward to working with my fellow Board members to help Fred and the Stewart team execute on his strategic vision. It has been my deepest honor and privilege to serve this great company over the last fifteen years. I’m proud of what we have accomplished together and am confident in Stewart’s industry leading position moving forward.”
“There’s no way to give enough thanks to Matt for his leadership and contributions to Stewart,” said Fred Eppinger, Chief Executive Officer, Stewart Information Services Corporation. “Matt is a respected leader and has a relentless commitment to our customers and our people. I’m very appreciative of Matt’s support during my transition to CEO and pleased he will remain with the company as a vital member of the Stewart Board.”
About Stewart
Stewart Information Services Corporation (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 believe in building strong
relationships – and these partnerships are the cornerstone of every closing, every transaction and every deal. Stewart. Real
partners. Real possibilities.™ More information is available at stewart.com, subscribe to the Stewart blog at blog.stewart.com,
or follow Stewart on Twitter® @stewarttitleco.
Trademarks are the property of their respective owners.
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