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 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 (“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:
Nominee
For
Against
Withheld
Broker Non-Votes
Barbara A. Adachi
174,188,935
13,143,343
278,784
33,552,877
Craig R. Smiddy
186,719,862
707,003
184,197
33,552,877
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:
For
Against
Abstain
Broker Non-Votes
Shares Voted
219,756,934
1,135,237
271,768
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
185,114,374
1,873,740
622,948
33,552,877
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Exhibit Description
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.