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Old Republic (NYSE: ORI) investors approve board slate, KPMG and pay plan

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(High)
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8-K

Rhea-AI Filing Summary

Old Republic International Corporation reported the results of its Annual Meeting of Shareholders held on May 21, 2026. Shareholders elected directors including Barbara A. Adachi and Craig R. Smiddy, each receiving substantially more votes "For" than "Against" or "Withheld".

Shareholders also ratified KPMG LLP as the independent registered public accounting firm for 2026, with 219,756,934 votes "For" and limited opposition. In addition, the advisory vote on executive compensation was approved by a wide margin, indicating overall support for the company’s pay practices.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Barbara A. Adachi 174,188,935 votes Director election, May 21, 2026 annual meeting
Votes for Craig R. Smiddy 186,719,862 votes Director election, May 21, 2026 annual meeting
Auditor ratification votes For 219,756,934 votes Ratification of KPMG LLP for 2026
Executive compensation votes For 185,114,374 votes Advisory say-on-pay proposal
Broker non-votes 33,552,877 votes Director election and say-on-pay items
broker non-votes financial
"Broker Non-Votes Shares Voted | 185,114,374 | 1,873,740 | 622,948 | 33,552,877"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"To ratify KPMG LLP as ORI’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote to approve executive compensation financial
"Proposal #3 – An advisory vote to approve executive compensation"
emerging growth company regulatory
"Emerging growth company Item 5.07. Submission of Matters to a Vote of Security Holders"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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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 21, 2026

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 AvenueChicagoIllinois60601
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock / $1 par valueORINew 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 (“ORI”) was held on May 21, 2026, to vote on the following three (3) proposals, for which the final vote results are set forth below:

Proposal #1 – Election of Directors

ORI’s shareholders elected the following persons:

NomineeForAgainstWithheldBroker Non-Votes
Barbara A. Adachi174,188,93513,143,343278,78433,552,877
Craig R. Smiddy186,719,862707,003184,19733,552,877

Proposal #2 – To ratify KPMG LLP as ORI’s independent registered public accounting firm for 2026:

ORI’s shareholders voted to approve this proposal as follows:

ForAgainstAbstainBroker Non-Votes
Shares Voted219,756,9341,135,237271,7680
                          
Proposal #3 – An advisory vote to approve executive compensation:

ORI’s shareholders voted to approve this proposal as follows:

ForAgainstAbstainBroker Non-Votes
Shares Voted185,114,3741,873,740622,94833,552,877



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit NumberExhibit Description
104Cover 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 27, 2026
By: /s/   Thomas A. Dare   
Thomas A. Dare
Senior Vice President,
Secretary and General Counsel


Source: View Original Filing on SEC EDGAR

FAQ

What did Old Republic International (ORI) shareholders decide at the 2026 annual meeting?

Shareholders elected directors, ratified KPMG LLP as 2026 auditor, and approved an advisory vote on executive compensation. All three proposals received strong majority support, reflecting broad shareholder agreement with the board’s recommendations.

Were Old Republic International (ORI) director nominees elected in 2026?

Yes, ORI shareholders elected the nominated directors. For example, Barbara A. Adachi received 174,188,935 votes "For" and Craig R. Smiddy received 186,719,862 votes "For", both far exceeding votes "Against" or "Withheld".

Did Old Republic International (ORI) shareholders ratify KPMG as auditor for 2026?

Yes, shareholders ratified KPMG LLP as ORI’s independent registered public accounting firm for 2026 with 219,756,934 votes "For", 1,135,237 "Against", and 271,768 "Abstain", and no broker non-votes recorded on this item.

How did Old Republic International (ORI) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on executive compensation, with 185,114,374 votes "For", 1,873,740 "Against", and 622,948 "Abstain", along with 33,552,877 broker non-votes, indicating substantial support for the company’s pay practices.

What were the broker non-votes at Old Republic International’s 2026 annual meeting?

Broker non-votes appeared on director elections and the advisory pay vote, totaling 33,552,877 for each. There were no broker non-votes on the auditor ratification proposal, which generally allows discretionary broker voting.

Filing Exhibits & Attachments

3 documents

Other Documents