Current Report Filing (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 22, 2020



OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)



Delaware	001-10607	36-2678171
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)



307 North Michigan Avenue	Chicago	Illinois	60601
(Address of principal executive offices) (Zip Code)

(312)	346-8100
(Registrant’s telephone number, including area code)

N /A
(Former name or former address, if changed since last report)

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:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock / $1 par value	ORI	New York Stock Exchange

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 held on May 22, 2020 voted on the following four proposals:

Proposal #1 - Election of Directors

ORI’s shareholders elected the following persons:



Nominee	For	Withheld	Broker Non-Votes
Charles J. Kovaleski	149,592,618	89,232,768	31,268,666
Craig R. Smiddy	175,901,694	62,923,692	31,268,666
Arnold L. Steiner	103,782,146	135,043,240	31,268,666
Fredricka Taubitz	142,661,260	96,164,126	31,268,666
Aldo C. Zucaro	142,437,732	96,387,654	31,268,666

Proposal #2 - To ratify KPMG LLP as ORI’S independent registered public accounting firm for 2020

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



	For	Against	Abstain	Broker Non-Votes
Shares Voted	267,277,019	2,509,543	307,490	0

Proposal #3 - An advisory vote to approve executive compensation

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



	For	Against	Abstain	Broker Non-Votes
Shares Voted	223,084,528	14,036,935	1,703,923	31,268,666

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.



	OLD REPUBLIC INTERNATIONAL CORPORATION
	Registrant



Date: May 26, 2020	By: /s/ John R, Heitkamp, Jr.
		John R. Heitkamp, Jr.
		Senior Vice President,
		Secretary and General Counsel