Stewart Information Services Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 7, 2025, Stewart Information Services Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Only stockholders of record as of the close of business on March 11, 2025 were entitled to vote at the 2025 Annual Meeting. As of March 11, 2025, 28,026,117 shares of the Company’s Common Stock were outstanding and entitled to vote at the 2025 Annual Meeting. At the 2025 Annual Meeting, 24,772,278 shares of Common Stock were represented, in person or by proxy, constituting a quorum for the meeting.
The following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2025, were before the meeting, and they received the following votes:
Proposal 1: Election of Ten Directors to Serve until the 2026 Annual Meeting. The following individuals were elected to serve as directors of the Company:
| For | Against | Abstentions | Broker Non-Votes | |||||
| Thomas G. Apel | 23,298,591 | 345,280 | 9,244 | 1,119 | ||||
| C. Allen Bradley, Jr. | 22,403,222 | 1,240,675 | 9,219 | 1,119 | ||||
| Robert L. Clarke | 23,044,192 | 599,666 | 9,258 | 1,119 | ||||
| William S. Corey, Jr. | 23,560,573 | 83,308 | 9,235 | 1,119 | ||||
| Frederick H. Eppinger, Jr. | 23,435,735 | 209,026 | 8,353 | 1,119 | ||||
| Deborah J. Matz | 23,489,553 | 148,997 | 14,565 | 1,119 | ||||
| Matthew W. Morris | 23,486,237 | 157,742 | 9,136 | 1,119 | ||||
| Karen R. Pallotta | 23,348,245 | 29,035 | 14,565 | 1,119 | ||||
| Manolo Sanchez | 23,489,663 | 148,897 | 14,555 | 1,119 | ||||
| Helen Vaid | 23,551,872 | 89,087 | 12,156 | 1,119 |
Proposal 2: Approval, on an advisory and non-binding basis, of the compensation of the Company’s named executive officers. The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the Proxy.
| For | Against | Abstentions | Broker
Non- Votes | |||
| 23,049,592 | 548,637 | 54,885 | 1,119 |
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2025. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstentions | Broker Non- Votes | |||
| 24,337,338 | 351,227 | 86,663 | 0 |
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 (Registrant) | ||
| By: | /s/ Elizabeth K. Giddens | |
| Elizabeth K. Giddens, Chief Legal Officer and Corporate Secretary | ||
Date: May 8, 2025