UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
The Securities Exchange Act of 1934
April 29, 2011
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
STEWART INFORMATION SERVICES CORPORATION
| Delaware (State or other jurisdiction of incorporation) |
001-02658 (Commission File Number) |
74-1677330 (IRS Employer Identification No.) |
| 1980 Post Oak Blvd. Houston, Texas (Address of principal executive offices) |
77056 (Zip Code) |
Registrant’s telephone number, including area code: 713-625-8100
N/A
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 29, 2011, Stewart Information Services Corporation (the “Company”) held its 2011 Annual
Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 15,926,631 shares of
Company common stock were present in person or by proxy and 1,050,012 shares of Company B common
stock were present in person or by proxy. The stockholders voted on four proposals and cast their
votes as described below.
Proposal No. 1
The Company’s common stockholders elected five of the Company’s nine directors, and the Company’s
Class B stockholders elected the remaining four of the Company’s nine directors as set forth below:
| For | Withheld | Broker Non-Votes | ||||||||||
Election of Directors by Common Stockholders |
||||||||||||
Catherine A. Allen |
7,798,768 | 6,200,098 | 1,927,765 | |||||||||
Robert L. Clarke |
7,782,870 | 6,215,996 | 1,927,765 | |||||||||
Dr. E. Douglas Hodo |
7,738,177 | 6,260,689 | 1,927,765 | |||||||||
Laurie C. Moore |
7,740,099 | 6,258,767 | 1,927,765 | |||||||||
Dr. W. Arthur Porter |
6,984,360 | 7,014,506 | 1,927,765 | |||||||||
Election of Directors by Class B Common
Stockholders |
||||||||||||
Thomas G. Apel |
1,050,012 | 0 | 0 | |||||||||
Paul W. Hobby |
1,050,012 | 0 | 0 | |||||||||
Malcolm S. Morris |
1,050,012 | 0 | 0 | |||||||||
Stewart Morris, Jr. |
1,050,012 | 0 | 0 | |||||||||
Proposal No. 2
The Company’s stockholders cast their votes with respect to an advisory resolution regarding the
compensation of the Company’s named executive officers as set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
7,197,809
|
7,657,295 | 193,773 | 1,927,766 | |||||||||
Although this vote is non-binding, the Company’s Board of Directors takes the results of this vote
seriously and is already working to address the stockholders’ concerns.
Proposal No. 3
The Company’s stockholders cast their votes with respect to an advisory resolution regarding the
frequency at which the Company should include an advisory resolution in its proxy statement
regarding the compensation of its named executive officers as set forth below:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||
9,670,861
|
158,408 | 4,892,967 | 323,005 | 1,931,402 | ||||||||||||
Although the Company recommended a Say-on-Pay vote every three years, based on the voting results,
the Company has decided to include a Say-on-Pay vote every year.
Proposal No. 4
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent
auditors for 2011 as set forth below:
| For | Against | Abstentions | ||
| 16,389,622 | 486,640 | 100,381 |
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 |
||||
| By: | /s/ J. Allen Berryman | |||
| J. Allen Berryman, Executive Vice President, | ||||
| Date: May 3, 2011 | Secretary, Treasurer and Principal Financial Officer | |||