STEWART INFORMATION SERVICES CORPORATION (NYSE:STC) Files An 8-K Submission of Matters to a Vote of Security HoldersITEM 5.07.
A special meeting (the “Special Meeting”) of stockholders of Stewart Information Services Corporation (“Stewart”) was held on September 5, 2018. A total of 18,763,186 shares of common stock of the Company (“Stewart Stock”), out of a total of 23,744,861 shares of Stewart Stock issued and outstanding and entitled to vote as of the close of business on July 10, 2018 (the record date for the Special Meeting) were present in person or represented by proxy at the Special Meeting. A summary of the voting results for the following proposals, each of which is described in detail in the definitive proxy statement dated August 1, 2018 and first mailed to Stewart’s stockholders on or about August 1, 2018, is set forth below:
Proposal 1: Approval and Adoption of the Agreement and Plan of Merger (the “Merger Agreement”) dated as of March 18, 2018, by and among Stewart, Fidelity National Financial, Inc. (‘‘FNF’’), A Holdco Corp. and S Holdco LLC, to which Stewart will be acquired by FNF (the ‘‘Mergers’’)
Stewart’s stockholders approved and adopted the Merger Agreement. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions”:
Proposal 2: Approval on a Non-Binding Advisory Basis of Certain Compensation that Will or May be Paid by Stewart to its Named Executive Officers that is Based on or otherwise Relates to the Mergers
Stewart’s stockholders approved, on a non-binding advisory basis of certain compensation that will or may be paid by Stewart to its named executive officers that is based on or otherwise relates to the Mergers. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions”:
Proposal 3: Adjournment of the Special Meeting, if Necessary
Because Stewart’s stockholders approved and adopted the Merger Agreement, the vote on the proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement was not called.
On September 5, 2018, Stewart issued a press release announcing the results of the Special Meeting. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The closing of the transactions contemplated by the Merger Agreement remains subject to the fulfillment or waiver of certain conditions that have not yet been satisfied, including the receipt of certain approvals from certain regulatory authorities and other customary closing conditions.
|ITEM 9.01.||FINANCIAL STATEMENTS AND EXHIBITS.|
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Stewart’s expectations or predictions of future financial or business performance conditions. All statements, other than statements of historical or current fact, included in this communication that address activities, events, conditions or developments that Stewart expects, believes or anticipates will or may occur in the future are forward-looking statements. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “evaluate,” “expect,” “explore,” “forecast,” “guidance,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “potential,” “predict,” “probable,” “project,” “seek,” “should,” “view,” or “will,” or the negative thereof or other variations thereon, or comparable terminology. Forward looking statements give our current expectations and projections relating to our financial conditions, results of operations, plans, objectives, future performance and business and these statements are not guarantees of future performance. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. The forward looking statements in this communication speak only as of the date of this communication. Stewart assumes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, including changes in the financial markets; weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding or a weak U. S. economy; our potential inability to find suitable acquisition candidates; our dependence on distributions from our title insurance underwriters as a main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; the risk that the necessary regulatory approvals for the Merger may not be obtained or may be obtained subject to conditions that are not anticipated; risks that any of the closing conditions to the Merger may not be satisfied in a timely manner; the risk that the businesses of Stewart and FNF will not be integrated successfully following the Merger, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the Merger will not be realized; and other risks detailed in the risk factors discussed in “Item 1.A. Risk Factors” in Stewart’s and FNF’s most recent Annual Reports on Form 10-K, as updated by any Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the registration statement FNF filed with the U.S. Securities and Exchange Commission (“SEC”) on May 30, 2018 on Form S-4 containing a proxy statement/prospectus, as amended by Amendment No. 1 on July 12, 2018 and Amendment No. 2 on July 26, 2018, which was declared effective by the SEC on August 1, 2018, the definitive proxy statement Stewart filed on August 1, 2018 and other filings with the SEC.
STEWART INFORMATION SERVICES CORP ExhibitEX-99.1 2 tv502408_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Stewart Information Services Corporation Announces Approval of Merger by Stockholders HOUSTON – (September 5,…To view the full exhibit click
About STEWART INFORMATION SERVICES CORPORATION (NYSE:STC)
Stewart Information Services Corporation is a global real estate services company. The Company is engaged in offering products and services through its direct operations, network of Stewart Trusted Providers and family of companies. The Company operates through three segments: title insurance and related services, mortgage services and corporate. Title insurance and related services (title) segment includes the functions of searching, examining, closing and insuring the condition of the title to real property. The Company’s mortgage services segment includes a diverse set of products and services provided to enhance the mortgage and real estate markets. Its services ranges from residential and commercial title insurance, and closing and settlement services to specialized offerings for the mortgage industry. The Company provides its services to homebuyers and sellers, residential and commercial real estate professionals, and mortgage lenders and servicers, among others.