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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 23, 2024

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 (“ORI”) was held on May 23, 2024, to vote on the following three (3) proposals, for which the final vote results are set forth below:

Proposal #1 – Election of Directors

ORI’s shareholders elected the following persons:

Nominee For Against Withheld Broker Non-Votes
Michael D. Kennedy 205,516,457 11,308,389 366,500 27,410,267
Spencer Leroy III 211,308,535 5,519,674 363,137 27,410,267
Peter B. McNitt 214,683,323 2,152,261 355,762 27,410,267
J. Eric Smith 204,006,224 10,661,772 2,523,350 27,410,267
Steven R. Walker 192,461,474 24,358,489 371,383 27,410,267

Proposal #2 – To ratify KPMG LLP as ORI’s independent registered public accounting firm for 2024:

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

For Against Abstain Broker Non-Votes
Shares Voted 243,043,407 1,245,328 312,878 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 204,189,287 12,197,717 804,342 27,410,267


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit Number  Exhibit Description
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: May 29, 2024
By: /s/   Thomas A. Dare   
Thomas A. Dare
Senior Vice President,
Secretary and General Counsel