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): June 4, 2020     STEWART INFORMATION SERVICES CORPORATION (Exact Name of Registrant as Specified in Charter)       Delaware   001-02658   74-1677330 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1360 Post Oak Blvd. Houston , Texas   77056 (Address of principal executive offices)   (Zip Code)   Registrant’s telephone number, including area code: 713 - 625-8100   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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ¨ Pre-commencement communication 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 STC New York Stock Exchange (NYSE)   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.   On June 4, 2020, Stewart Information Services Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). Only stockholders of record as of the close of business on April 8, 2020 were entitled to vote at the 2020 Annual Meeting. As of April 8, 2020, ‎23,825,708‎ shares of the Company’s Common Stock were outstanding and entitled to vote at the 2020 Annual Meeting. At the 2020 Annual Meeting, ‎22,081,133 shares of Common Stock were represented, in person or by proxy, constituting a quorum for the meeting.   The following five proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2020, were before the meeting, and they received the following votes: Proposal 1: Election of Nine Directors to Serve until the 2021 Annual Meeting. The following individuals were elected to serve as directors of the Company:   Name of Director Nominees For Withheld Broker Non-Votes         Thomas G. Apel 20,355,601 655,103 1,070,429         C. Allen Bradley, Jr. 20,553,769 456,935 1,070,429         Robert L. Clarke 20,491,289 519,415 1,070,429         William S. Corey, Jr. 20,675,929 334,775 1,070,429         Frederick H. Eppinger, Jr. 20,619,920 390,784 1,070,429         Deborah J. Matz 20,667,068 333,636 1,070,429         Matthew W. Morris 20,593,179 417,525 1,070,429         Karen R. Pallotta 20,677,465 333,239 1,070,429         Manuel Sanchez 20,676,678 334,026 1,070,429   Proposal 2: Approval, on an advisory and non-binding basis, of the compensation of the ‎Company’s named ‎executive officers.‎ The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the Proxy.   For Against Abstain Broker Non-Votes         20,212,383 756,809 41,512 1,070,429         Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2020. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.   For Against Abstain Broker Non-Votes         21,742,793 241,385 96,955 0   Proposal 4: Approval of the Stewart Information Services Corporation 2020 Incentive Plan. The stockholders approved the Company’s 2020 Incentive Plan.   For Against Abstain Broker Non-Votes         20,298,349 599,111 113,244 1,070,429   Proposal 5: Approval of the Stewart Information Services Corporation 2020 Employee Stock Purchase Plan. The stockholders approved the Company’s 2020 Employee Stock Purchase Plan.   For Against Abstain Broker Non-Votes         20,867,623 31,793 111,288 1,070,429         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/ David C. Hisey   David C. Hisey, Chief Financial Officer, Secretary, Treasurer     Date:  June 8, 2020