OLD REPUBLIC INTERNATIONAL CORPORATION (NYSE:ORI) Files An 8-K Submission of Matters to a Vote of Security Holders

OLD REPUBLIC INTERNATIONAL CORPORATION (NYSE:ORI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders

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FREQUENCY OF VOTING ON EXECUTIVE COMPENSATION: On May 26, 2017, the shareholders of ORI conducted a non-binding advisory vote on how frequent future advisory votes on executive compensation should be held. A plurality of ORI shareholders recommended that the Company hold an annual advisory vote on executive compensation. After considering this vote, the Board of Directors of ORI, at its recent meeting, decided that the Company will hold future advisory votes on executive compensation on an annual basis until the Company next considers this issue. It is anticipated that the Company’s shareholders shall again vote on the frequency of shareholder votes on executive compensation no earlier than 2020 and no later than 2023.

PROXY ACCESS: Also, on May 26, 2017, the shareholders of ORI voted in favor of a non-binding shareholder proposal requesting the Board of Directors adopt a By-Law commonly known as “Proxy Access”. After considering this vote at its recent meeting, the Board of Directors concluded that the Company’s longstanding governance structure and the management of the Company’s affairs, as they currently exist, have helped to produce industry-beating value for all of its long-term investors and important stakeholders. As a result, the Board concluded that the Company’s governance structure is appropriately designed to promote managing the business for the long term and no change to the Company’s By-Laws is warranted.

The full text of the Company’s press release concerning these matters is included as Exhibit 99.1 hereto.

Item 9.01.Financial Statements and Exhibits

(c) Exhibits

99.1Press Release dated August 24, 2017.


OLD REPUBLIC INTERNATIONAL CORP Exhibit
EX-99.1 2 aczpressrelease_finalx08-2.htm EXHIBIT 99.1 PRESS RELEASE DATED AUGUST 24,…
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About OLD REPUBLIC INTERNATIONAL CORPORATION (NYSE:ORI)

Old Republic International Corporation is a holding company. The Company is engaged in business of insurance underwriting and related services. The Company conducts its operations through various regulated insurance company subsidiaries, which are organized into three segments: General Insurance Group, Title Insurance Group and the Republic Financial Indemnity Group (RFIG) Run-off Business. The Company’s General Insurance segment consists of property and liability insurance, and offers coverages to businesses, government and other institutions. The Company’s Title Insurance Group’s business consists of the issuance of policies to real estate purchasers and investors based upon searches of the public records, which contain information concerning interests in real property. The Company’s RFIG run-off business consists of its mortgage guaranty and consumer credit indemnity (CCI) operations.

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