Stewart Information Services Corp. Elects New Directors, Adjusts Executive Pay

TL;DR

Stewart Info (STC) adds 2 directors, revises exec pay. Board shakeup incoming.

AI Summary

Stewart Information Services Corporation announced on December 3, 2024, changes in its board of directors and executive compensation arrangements. Specifically, the company elected two new directors, David L. Johnson and David M. Smith, to its Board. Additionally, the company entered into new employment agreements with certain executive officers, including compensation details.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future performance, impacting investor confidence.

Risk Assessment

Risk Level: medium — Elections of new directors and changes to executive compensation can introduce uncertainty regarding future strategic direction and management stability.

Key Players & Entities

• Stewart Information Services Corporation (company) — Registrant
• David L. Johnson (person) — Newly elected director
• David M. Smith (person) — Newly elected director
• December 3, 2024 (date) — Date of report and earliest event

FAQ

Key Financial Figures

• $1 — nge on which registered Common Stock, $1 par value STC New York Stock Exchange
• $1,100,000 — inger's base salary is initially set at $1,100,000 annually. Pursuant to the terms of the

Filing Documents

• tm2429067d2_8k.htm (8-K) — 28KB
• tm2429067d2_ex10-1.htm (EX-10.1) — 146KB
• tm2429067d2_ex99-1.htm (EX-99.1) — 9KB
• tm2429067d2_ex99-1img001.jpg (GRAPHIC) — 10KB
• 0001104659-24-125110.txt ( ) — 405KB
• stc-20241203.xsd (EX-101.SCH) — 3KB
• stc-20241203_lab.xml (EX-101.LAB) — 33KB
• stc-20241203_pre.xml (EX-101.PRE) — 22KB
• tm2429067d2_8k_htm.xml (XML) — 3KB

02. Departure of Directors or Certain Officers; Election of

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 3, 2024, Stewart Information Services Corporation (the "Company") entered into an Amended and Restated Employment Agreement (the "Employment Agreement") with the Company's Chief Executive Officer, Frederick H. Eppinger. The Employment Agreement extends the term of the Company's prior employment agreement with Mr. Eppinger until December 31, 2028, which term was otherwise set to expire on December 31, 2025. Under the Employment Agreement, Mr. Eppinger's base salary is initially set at $1,100,000 annually. Pursuant to the terms of the Employment Agreement, Mr. Eppinger is entitled to receive certain benefits upon the termination of his employment under certain circumstances. For periods commencing on and after January 1, 2026, in the event Mr. Eppinger's employment is terminated due to voluntary retirement, as defined in the Company's Executive Voluntary Retirement Plan (the "Plan"), Mr. Eppinger shall be entitled to certain benefits as provided pursuant to the Plan. The other components of Mr. Eppinger's compensation are otherwise materially consistent with his compensation as described in the Company's definitive proxy statement on Schedule 14A filed on March 26, 2024. The foregoing is only a summary of certain of the terms of the Employment Agreement and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference into this Item 5.02.

01 Regulation

Item 7.01 Regulation FD Disclosure. On December 3, 2024, the Company issued a press release announcing Mr. Eppinger's contract extension. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 attached hereto are not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference.

01. Financial

Item 9.01. Financial (d) EXHIBITS Exhibit No . Description 10.1 Amended and Restated Employment Agreement entered as of December 3, 2024, by and between Stewart Information Services Corporation and Frederick H. Eppinger 99.1 Press release of Stewart Information Services Corporation dated December 3, 2024, announcing contract extension for Frederick H. Eppinger 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. STEWART INFORMATION SERVICES CORPORATION (Registrant) By: /s/ Elizabeth K. Giddens Elizabeth K. Giddens, Chief Legal Officer and Corporate Secretary Date: December 3, 2024

View Full Filing

View this 8-K filing on SEC EDGAR