Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report:  (Date of earliest event reported) May 26, 2022 OLD REPUBLIC INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware   001-10607   36-2678171 (State or other jurisdiction   (Commission   (I.R.S. Employer of incorporation)   File Number)   Identification No.) 307 North Michigan Avenue Chicago Illinois 60601 (Address of principal executive offices) (Zip Code) (312) 346-8100 (Registrant’s telephone number, including area code) N /A (Former name or former address, if changed since last report) 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 (see General Instruction A.2 below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 140.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock / $1 par value ORI New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders of Old Republic International Corporation held on May 26, 2022 voted on the following four proposals: Proposal #1 – Election of Directors ORI’s shareholders elected the following persons: Nominee For Withheld Broker Non-Votes Steven J. Bateman 190,374,081 56,190,168 30,731,827 Lisa J. Caldwell 157,304,409 89,259,840 30,731,827 John M. Dixon 126,225,168 120,339,081 30,731,827 Glenn W. Reed 165,548,964 81,015,285 30,731,827 Proposal #2 – To ratify KPMG LLP as ORI’S independent registered public accounting firm for 2022 ORI’s shareholders voted to approve this proposal as follows: For Against Abstain Broker Non-Votes Shares Voted 275,442,067 1,526,027 327,982 0 Proposal #3 – An advisory vote to approve executive compensation ORI’s shareholders voted to approve this proposal as follows: For Against Abstain Broker Non-Votes Shares Voted 227,952,874 15,662,455 2,948,920 30,731,827 Proposal #4 – To Approve the Old Republic International Corporation 2022 Incentive Compensation Plan ORI’s shareholders voted to approve this proposal as follows: For Against Abstain Broker Non-Votes Shares Voted 174,945,188 68,824,648 2,794,413 30,731,827 Item 9.01. Financial Statements and Exhibits Exhibit No. Description 10.1 Old Republic International Corporation 2022 Incentive Compensation Plan. 10.2 ORI Form of Stock Option Award Agreement (2022 Incentive Compensation Plan). 10.3 ORI Form of Restricted Stock Award Agreement (2022 Incentive Compensation Plan). 104 Cover page Interactive Data file (embedded within Inline XBRL document) SIGNATURES 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.     OLD REPUBLIC INTERNATIONAL CORPORATION Registrant Date: May 31, 2022 By: /s/   Thomas A. Dare    Thomas A. Dare Senior Vice President, Secretary and General Counsel