ORI Amends Charter Documents; Common Stock $1 Par Value Affected

Ticker: ORI · Form: 8-K · Filed: Jan 9, 2024 · CIK: 74260

Complexity: simple

Sentiment: neutral

Topics: corporate-governance, amendment, bylaws

TL;DR

**ORI just updated its corporate rules, potentially impacting its common stock and governance.**

AI Summary

OLD REPUBLIC INTERNATIONAL CORPORATION (ORI) filed an 8-K on January 9, 2024, to report amendments to its Articles of Incorporation or Bylaws, specifically regarding its Common Stock with a $1 par value. This filing, under SEC File Number 001-10607, indicates a change in the company's foundational rules. For investors, this matters because changes to a company's charter documents can impact shareholder rights, corporate governance, or future capital structure, potentially affecting the stock's long-term value and stability.

Why It Matters

Changes to a company's foundational documents can alter shareholder rights or corporate governance, which could influence the stock's future performance and investor confidence.

Risk Assessment

Risk Level: low — This 8-K filing indicates a procedural change to corporate documents, which typically carries a low immediate risk unless specific details reveal adverse impacts.

Analyst Insight

A smart investor would monitor subsequent filings or company announcements for specific details about the amendments to the Articles of Incorporation or Bylaws to understand their potential impact on shareholder rights or corporate governance.

Key Numbers

Key Players & Entities

FAQ

What is the specific date of the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 9, 2024.

What is the trading symbol and par value of OLD REPUBLIC INTERNATIONAL CORPORATION's common stock?

The trading symbol for OLD REPUBLIC INTERNATIONAL CORPORATION's Common Stock is ORI, and it has a $1 par value.

On which exchange is OLD REPUBLIC INTERNATIONAL CORPORATION's common stock registered?

OLD REPUBLIC INTERNATIONAL CORPORATION's Common Stock is registered on the New York Stock Exchange.

What items of information are reported in this 8-K filing?

This 8-K filing reports information under 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' and 'Financial Statements and Exhibits'.

Is OLD REPUBLIC INTERNATIONAL CORPORATION considered an emerging growth company according to this filing?

No, the filing indicates with an unchecked box that OLD REPUBLIC INTERNATIONAL CORPORATION is not an emerging growth company.

Filing Stats: 675 words · 3 min read · ~2 pages · Grade level 14.4 · Accepted 2024-01-09 16:05:13

Key Financial Figures

Filing Documents

03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. On January 9, 2024, the Board amended and restated the Company's Amended and Restated By-laws (the "By-laws"), effectively immediately, to, among other things: update the voting standard for the election of directors to a majority standard in the event of uncontested elections; remove the requirement that the stockholder list be made available during the annual meeting; and incorporate other clerical changes that have been approved by the Board. The foregoing description of the amendments to the By-laws is qualified in its entirety by reference to the full text of the amended and restated By-laws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. In connection with the approval of the By-laws, the Board also approved changes to the Company's Governance Guidelines to require any director nominee who fails to receive a majority of the votes in an uncontested election to submit to the Board, promptly following the final certification of the election results, a letter of resignation for consideration by the Governance and Nominating Committee. The Governance and Nominating Committee will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Governance and Nominating Committee's recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 3.1 Amended and Restated By-laws of Old Republic International Corporation (dated January 9, 2024) 104 Cover page Interactive Data file (embedded within Inline XBRL document)

SIGNATURES

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: January 9, 2024 By: /s/ Thomas A. Dare Thomas A. Dare Senior Vice President, Secretary and General Counsel

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