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OLD REPUBLIC INTERNATIONAL CORP

For the period ended May 23, 2024. Filed Mar 28, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 23, 2024 · Filed Mar 28, 2024

ORI$39.61-1.9%Stored close · as of Nov 6, 2026
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

​Check the appropriate box:​
​☐​​Preliminary Proxy Statement​
​☐​​Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))​
​☒​​Definitive Proxy Statement​
​☐​​Definitive Additional Materials​
​☐​​Soliciting Material Pursuant to §240.14a-12​

Old Republic International Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

​ · Payment of Filing Fee (Check the appropriate box): · ​
​ · ☒ · ​ · ​ · No fee required. · ​
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​☐​​Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing.​
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To Our Shareholders

Notice of Annual

Meeting of the

Shareholders

Date:

Thursday, May 23, 2024

Time:

3:00 P.M.

Central Daylight Time

Place:

The virtual meeting can be

accessed at the following

internet link: www.

virtualshareholdermeeting.

com/ORI2024

YOUR VOTE

IS IMPORTANT

You are urged to vote your shares

in advance via the Internet, through our toll-free telephone number, or by

signing, dating and promptly returning your completed proxy card.

This year's Annual Meeting of the Shareholders will be held virtually. There will be no physical location and Old Republic's representatives will participate via webcast.

​​​To elect the five Class 1 director nominees named in this proxy statement to serve on the Board of Directors, each for a term of three years.​
​​​To ratify the selection of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for 2024.​
​​​To vote in an advisory capacity concerning the Company’s executive compensation.​
​​​To transact such other germane business as may properly come before the meeting and any adjournment or postponement thereof.​

Record Date

You can vote if you are a shareholder of record on March 25, 2024.

Annual Report to Shareholders

Our annual report to shareholders for 2023 is made available to shareholders together with this proxy statement. The Company’s Forms 10-K, 10-Q, and other reports to shareholders may also be accessed through our website at www.oldrepublic.com or by writing to Investor Relations at the Company’s executive office at 307 North Michigan Avenue, Chicago, Illinois 60601.

Proxy Voting

It is important that your shares be represented and voted at the Annual Meeting of the Shareholders. You can vote your shares by completing and returning your proxy card, by voting on the Internet, or by telephone.

By order of the Board of Directors

Thomas A. Dare

Senior Vice President, General Counsel and Secretary

March 28, 2024

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.