OLD REPUBLIC INTERNATIONAL CORP
For the period ended May 23, 2024. Filed Mar 28, 2024.
View on SEC.govAbout 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
Contents
Proxy Summary
| | | Proxy Summary |
| | | This proxy statement is being furnished to the shareholders of Old Republic International Corporation, a Delaware insurance holding corporation (together with its subsidiaries, the “Company”, “Old Republic”, or “ORI”), with its executive office at 307 North Michigan Avenue, Chicago, Illinois 60601. This proxy statement is furnished in connection with the solicitation of proxies by ORI’s Board of Directors for use at the Annual Meeting of the Shareholders to be held on May 23, 2024 and any adjournments thereof. The approximate date on which this proxy statement and the accompanying proxy are first being made available to shareholders is March 28, 2024.This summary highlights certain information contained in this proxy statement. It does not contain all of the information you should consider before voting. You should read the entire proxy statement carefully before voting. Timing and Format of MeetingOld Republic intends to conduct our 2024 Annual Meeting of the Shareholders as a “virtual” meeting. Shareholders of record at the close of business on March 25, 2024, are invited to vote their shares at proxyvote.com. Important information about attending and voting at the virtual meeting will be posted on Old Republic's website (www.oldrepublic.com) under the heading “2024 Annual Meeting Information”.Virtual meeting date: Thursday May 23, 2024Virtual meeting time: 3 P.M. Central Daylight TimeVirtual meeting link: www.virtualshareholdermeeting.com/ORI2024 |
| Old Republic International Corporation | | | 1 | | | 2024 Proxy Statement |
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Meeting Agenda, Voting Recommendations and Required Approval
| | Proposal | | | Board Recommendation | | | Required Approval | | | Effect of Abstention | | | Broker Discretionary Voting Permitted | | | Effect of Broker Non-Vote | |
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| | 1. Election of five Class 1 Directors | | | FOR | | | Majority of the votes cast at the Annual Meeting (i.e., more shares voted “FOR” election than “AGAINST”) | | | No effect | | | No | | | No effect | |
| | 2. Ratification of KPMG as the Company’s Auditor for 2024 | | | FOR | | | Affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote | | | Same effect as a vote against | | | Yes | | | Not applicable | |
| | 3. Advisory Approval of Executive Compensation (Say-on-Pay) | | | FOR | | | Affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote | | | Same effect as a vote against | | | No | | | No effect | |
See Voting Procedures under the General Information section of this proxy statement for additional information.
| Attendance | | | All shareholders will need their sixteen-digit control number in order to be authenticated and to vote during the meeting. Shareholders’ control numbers can be found on their proxy card. Shareholders without a control number may attend as guests of the meeting, but they will not have the option to vote their shares during the virtual meeting. |
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| How to Vote | | | Shareholders can vote before the meeting by following the instructions on the proxy card to vote by mail, internet, or telephone. Shareholders can vote during the meeting by completing a ballot online during the meeting. |
| | | Shareholders can simplify their voting and save Old Republic expense by voting by telephone or by Internet. If you vote by telephone or Internet, you need not mail back your proxy card. | |||
| | | By Telephone1-800-690-6903 | | | By Internetwww.proxyvote.com |
| | | Telephone and Internet voting information is provided on your proxy card. A sixteen-digit control number, located on the proxy card, is designed to verify your identity and allow you to vote your shares and confirm that your voting instructions have been properly recorded. If your shares are held in the name of a bank or broker, follow the voting instructions on the form you receive from that firm. To revoke a proxy given, or change your vote cast, by telephone or Internet, you must do so by following the directions on your proxy card, provided such changes are made by 11:59 PM, Eastern Daylight Time on May 22, 2024. | |||
| Old Republic International Corporation | | | 2 | | | 2024 Proxy Statement |
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Corporate Governance Highlights
| | • Majority voting in uncontested director elections• Proxy Access• Shareholders may take action by written consent• Shareholders have the right to call special meetings • Dedicated risk oversight by Board of Directors, including Audit Committee oversight over data security and cybersecurity, Compensation Committee oversight over human capital management, and Governance and Nominating Committee oversight over environmental, social, and governance matters | |
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| | • Separate Board Chairman and CEO• Lead Independent Director • Ongoing Board refreshment with balanced mix of tenures, skills, and experience • Addition of a Director with cybersecurity expertise in March 2024• All Directors, except for CEO, are independent• 29% of Directors are female• 21% of Directors identify as minorities • Regular Board and Committee self-evaluation process• Annual shareholder outreach initiative | |
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Executive Compensation Practices
We are committed to sound executive compensation practices and the Compensation Committee of the Board of Directors reviews executive compensation practices at least annually in furtherance of this commitment. In 2023, the Compensation Committee continued shifting to a more transparent performance-based incentive compensation program directly linking executive compensation to specified performance criteria for short-term incentive compensation and long-term equity incentive compensation. Practices include the following:
| WHAT WE DO | | | | | WHAT WE DO NOT DO |
|---|---|---|---|---|---|
| • Conduct an annual Say-on-Pay advisory vote | | | | | • No employment agreements with executive officers |
| • Balance short-term and long-term incentives | | | | | • No resetting of financial targets for short-term and long-term incentives |
| • Pay for performance | | | | | • No excessive perquisites |
| • Align executive compensation with shareholder returns through long-term incentives | | | | | • No hedging and pledging of Old Republic common stock by directors or executive officers |
| • Annual cash incentive awards are tied to satisfaction of specific Company performance objectives | | | | | • No encouragement of unnecessary or excessive risk taking |
| • Beginning in 2024, equity compensation awards include awards with performance-based objectives measured over a three-year performance period | | | | ||
| • Maintain a comprehensive executive compensation recoupment (clawback) policy | | ||||
| • Perform an annual compensation risk assessment | | | | ||
| • Annually retain an independent compensation consultant, engaged directly by the Compensation Committee, to advise on executive compensation matters | | ||||
| • Stock ownership guidelines for directors and executive officers | | | | | |
| Old Republic International Corporation | | | 3 | | | 2024 Proxy Statement |
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Our Board of Directors – At a Glance
Please refer to Item 1 in this proxy statement for additional information about our Board of Directors, a Board Diversity and Skills Matrix, and the five Class 1 directors nominated to be elected at the 2024 Annual Meeting of the Shareholders.
General Information
Please see the General Information section for important information about proxy materials and the 2024 Annual Meeting of the Shareholders.
| Old Republic International Corporation | | | 4 | | | 2024 Proxy Statement |
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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.