Old Republic International Corp. Files Definitive Proxy Statement

Ticker: ORI · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 74260

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Vote, ORI, DEF 14A

TL;DR

<b>Old Republic International Corp. has filed its Definitive Proxy Statement for the upcoming Annual Meeting of Shareholders on May 23, 2024.</b>

AI Summary

OLD REPUBLIC INTERNATIONAL CORP (ORI) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. Old Republic International Corp. filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024. The filing concerns the Annual Meeting of Shareholders scheduled for May 23, 2024, at 3:00 P.M. Central Daylight Time. The meeting will be held virtually and can be accessed at www.virtualshareholdermeeting.com/ORI2024. Shareholders are urged to vote their shares in advance via the Internet, telephone, or by mail. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

For investors and stakeholders tracking OLD REPUBLIC INTERNATIONAL CORP, this filing contains several important signals. This filing provides shareholders with essential information regarding the upcoming annual meeting, including the date, time, and virtual access details, enabling them to participate and vote. The proxy statement outlines the procedures for voting, encouraging advance participation through various methods, which is crucial for corporate governance and decision-making.

Risk Assessment

Risk Level: low — OLD REPUBLIC INTERNATIONAL CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational changes indicated, suggesting a low level of immediate risk.

Analyst Insight

Shareholders should review the proxy statement to understand the agenda for the annual meeting and cast their votes on relevant proposals.

Key Numbers

Key Players & Entities

FAQ

When did OLD REPUBLIC INTERNATIONAL CORP file this DEF 14A?

OLD REPUBLIC INTERNATIONAL CORP filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by OLD REPUBLIC INTERNATIONAL CORP (ORI).

Where can I read the original DEF 14A filing from OLD REPUBLIC INTERNATIONAL CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by OLD REPUBLIC INTERNATIONAL CORP.

What are the key takeaways from OLD REPUBLIC INTERNATIONAL CORP's DEF 14A?

OLD REPUBLIC INTERNATIONAL CORP filed this DEF 14A on March 28, 2024. Key takeaways: Old Republic International Corp. filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024.. The filing concerns the Annual Meeting of Shareholders scheduled for May 23, 2024, at 3:00 P.M. Central Daylight Time.. The meeting will be held virtually and can be accessed at www.virtualshareholdermeeting.com/ORI2024..

Is OLD REPUBLIC INTERNATIONAL CORP a risky investment based on this filing?

Based on this DEF 14A, OLD REPUBLIC INTERNATIONAL CORP presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational changes indicated, suggesting a low level of immediate risk.

What should investors do after reading OLD REPUBLIC INTERNATIONAL CORP's DEF 14A?

Shareholders should review the proxy statement to understand the agenda for the annual meeting and cast their votes on relevant proposals. The overall sentiment from this filing is neutral.

How does OLD REPUBLIC INTERNATIONAL CORP compare to its industry peers?

Old Republic International Corporation operates in the surety insurance industry, a segment of the broader financial services sector.

Are there regulatory concerns for OLD REPUBLIC INTERNATIONAL CORP?

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

Industry Context

Old Republic International Corporation operates in the surety insurance industry, a segment of the broader financial services sector.

Regulatory Implications

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review the proxy statement for details on proposals to be voted on at the annual meeting.
  2. Vote shares in advance via internet, phone, or mail as encouraged by the company.
  3. Access the virtual meeting at www.virtualshareholdermeeting.com/ORI2024 on May 23, 2024.

Key Dates

Year-Over-Year Comparison

This is the initial filing of the Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders.

Filing Stats: 4,273 words · 17 min read · ~14 pages · Grade level 17.2 · Accepted 2024-03-28 15:22:00

Filing Documents

: Election of Directors

Item 1: Election of Directors 23 Selection of Director Candidates 23 Board of Directors' Recommendation 23 Director Qualifications 24 Board Diversity and Skills Matrix 25 2024 Director Nominees and Continuing Directors 26

: Ratification of the Selection of an Independent Registered Public Accounting Firm

Item 2: Ratification of the Selection of an Independent Registered Public Accounting Firm 31 External Audit Services 31 Board of Directors' Recommendation 32 Audit Committee Report for 2023 32

: Vote on Executive Compensation

Item 3: Vote on Executive Compensation 34 Background 34 Proposed Resolution 34 Board of Directors' Recommendation 35 2023 Executive Compensation Vote 35

Executive Compensation

Executive Compensation 36 Compensation Discussion and Analysis 36 Compensation Philosophy and Objectives 36

Executive Compensation Practices

Executive Compensation Practices 37 Considerations in Reaching Compensation Decisions 37 Elements of Compensation 38 Annual Salary Compensation Practices 38 Incentive Awards and Bonuses 38 TABLE OF CONTENTS 2023 Performance Recognition Plan (PRP) 39 2023 Annual Performance-Based Cash Bonuses 39 Equity Awards under Incentive Compensation Plans 40 Pension Plan 41 ORI 401(k) Savings and Profit Sharing Plan 41 Other Benefits 42 Clawback Policy 42 Hedging and Pledging Prohibited 43 Stock Ownership Guidelines 43 Compensation Committee Interlocks and Insider Participation 43 Compensation Committee Report for 2023 44

Executive Compensation Tables

Executive Compensation Tables 45 Summary Compensation Table 45 Grants of Plan-Based Awards in 2023 47 Outstanding Equity Awards at Year End 2023 48 Option Exercises and Stock Vested in 2023 49 Pension Benefits in 2023 49 Nonqualified Deferred Compensation in 2023 50 Potential Payments upon Termination or Change of Control 50 Equity Compensation Plan Information 53 CEO Pay Ratio Disclosure 53 Pay versus Performance 55 General Information 59 Submitting Questions at the Annual Meeting 59 Additional Information and Technical Assistance during the Annual Meeting 59 Shareholders Eligible to Vote 59 Voting Procedures 59 Revoking Your Proxy 60 How Your Shares will be Voted 60 Householding of Proxies 60 Other Matters for the Annual Meeting of the Shareholders 61 Expenses of Solicitation 61 Director Candidate Recommendations 61 Shareholder Proposals or Director Nominations for the 2025 Annual Meeting 61 TABLE OF CONTENTS 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 Meeting Old Republic intends to conduct our 2024 Annual Meeting of the Shareho

Executive Compensation Practices

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 TABLE OF CONTENTS 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 Ann

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