Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders for Old Republic International Corporation held on May 21, 2026. The filing details the outcomes of three shareholder proposals regarding corporate governance and executive oversight.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is a current report focused solely on the results of shareholder votes.
Material Changes
There are no material changes to financial operations or business strategy reported in this document. The primary event is the completion of the annual shareholder voting process.
Shareholder Vote Results
The following proposals were voted upon at the Annual Meeting:
- Proposal #1: Election of Directors
- Barbara A. Adachi: Elected with 174,188,935 votes For, 13,143,343 Against, and 278,784 Withheld.
- Craig R. Smiddy: Elected with 186,719,862 votes For, 707,003 Against, and 184,197 Withheld.
- Proposal #2: Ratification of Independent Auditor
- Shareholders approved the ratification of KPMG LLP as the independent registered public accounting firm for 2026.
- Votes: 219,756,934 For, 1,135,237 Against, 271,768 Abstain.
- Proposal #3: Advisory Vote on Executive Compensation
- Shareholders approved the advisory vote on executive compensation.
- Votes: 185,114,374 For, 1,873,740 Against, 622,948 Abstain.
Investor Verification Checklist
- Verify the total number of shares outstanding to contextualize the voting percentages.
- Review the company's most recent 10-K or 10-Q for financial performance data, as this 8-K contains none.
- Confirm the tenure and background of the newly elected directors, Barbara A. Adachi and Craig R. Smiddy.
- Check for any dissenting opinions or proxy statement details regarding the "Against" votes for Proposal #1.