false--12-310000074260 0000074260 2020-04-15 2020-04-15


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) April 15, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Effective April 15, 2020, the Board of Directors of Old Republic International Corporation (the “Company”) adopted the Amended and Restated By-laws of the Company (the “By-laws”). Article II, Section 1 has been amended to provide that the Board of Directors may determine that a meeting of the Company’s shareholders be held solely by means of remote communication as permitted by the General Corporation Law of the State of Delaware. Additional conforming changes were also made to Article II of the By-laws.
 
The foregoing summary is qualified in its entirety by reference to the By-laws, a copy of which is attached hereto as Exhibit 3(B) and is incorporated herein by reference.
 
Item 8.01 Other Events.
 
On April 15, 2020, the Company announced that its annual meeting of shareholders to be held on May 22, 2020, will be held solely by means of remote communication. A copy of the press release issued by the Company on April 15, 2020, announcing the change in meeting format is attached hereto as Exhibit 99.1 and is incorporated by reference.
 
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
104 Cover page Interactive Data file (embedded within Inline XBRL document)






















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: April 15, 2020
By: /s/  John R, Heitkamp, Jr.                                 
 
 
John R. Heitkamp, Jr.
 
 
Senior Vice President,
 
 
Secretary and General Counsel
 
 
 



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