Stewart Information Services Corp. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Stewart Information Services Corporation will hold its 2024 Annual Meeting virtually on May 8, 2024, to vote on director elections, executive compensation, auditor ratification, and plan amendments.</b>

AI Summary

STEWART INFORMATION SERVICES CORP (STC) filed a Proxy Statement (DEF 14A) with the SEC on March 26, 2024. Stewart Information Services Corporation will hold its 2024 Annual Meeting on May 8, 2024, at 8:30 a.m. Central Time. The meeting will be conducted solely online, with no physical location. Stockholders can attend and participate virtually by visiting meetnow.global/MHW52ST. Key agenda items include electing ten directors, approving executive compensation, ratifying KPMG LLP as independent auditors, and approving an amendment to the 2020 Incentive Plan. Proxy materials are being delivered on or around March 26, 2024.

Why It Matters

For investors and stakeholders tracking STEWART INFORMATION SERVICES CORP, this filing contains several important signals. The shift to a completely virtual meeting format impacts how stockholders can participate and engage with the company's governance. The agenda includes critical decisions on board composition, executive pay, auditor independence, and equity incentive plans, all of which directly affect shareholder value and corporate strategy.

Risk Assessment

Risk Level: — STEWART INFORMATION SERVICES CORP shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or operational information that would alter the company's risk profile.

Analyst Insight

Stockholders should review the proxy materials carefully to understand the proposals and cast their votes accordingly, particularly regarding director elections and executive compensation.

Key Numbers

• 10 — Directors to be Elected (To elect ten directors to the Stewart Information Services Corporation Board of Directors)
• 2020 — Incentive Plan Year (To approve an amendment to the Stewart Information Services Corporation 2020 Incentive Plan)

Key Players & Entities

• STEWART INFORMATION SERVICES CORP (company) — Registrant Name
• May 8, 2024 (date) — Annual Meeting Date
• KPMG LLP (company) — Independent Auditors
• Stewart Information Services Corporation 2020 Incentive Plan (company) — Plan Amendment
• March 26, 2024 (date) — Proxy Material Delivery Date

FAQ

Risk Factors

• Proxy Statement Filing [low — regulatory]: The filing is a definitive proxy statement (DEF 14A) filed under the Securities Exchange Act of 1934, indicating compliance with disclosure requirements for shareholder meetings.

Industry Context

Stewart Information Services Corporation operates in the title insurance industry, which is closely tied to real estate transactions and subject to regulatory oversight.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies and requires detailed disclosure to shareholders.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Understand the details of the advisory resolution on executive compensation.
3. Confirm the ratification of KPMG LLP as the independent auditor for 2024.

Key Dates

• 2024-05-08: Annual Meeting of Stockholders — Key date for voting on corporate matters and electing directors.
• 2024-03-26: Proxy Material Delivery — Date on or around which proxy materials are being delivered to stockholders.

Glossary

DEF 14A

Definitive Proxy Statement (This form is used to solicit proxies from shareholders for an annual or special meeting of security holders.)

Proxy Statement

A document providing shareholders with information about matters to be voted on at a shareholder meeting. (Essential for shareholders to make informed voting decisions on corporate governance and executive compensation.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2024 Annual Meeting, providing details on upcoming votes and meeting procedures, distinct from previous financial or operational reports.

Key Financial Figures

• $9,500 — he solicitation of proxies for a fee of $9,500 plus out -of-pocket expenses. Question

Filing Documents

• ea0200791-01.htm (DEF 14A) — 3057KB
• tstewart_logo.jpg (GRAPHIC) — 24KB
• telizabeth_sig.jpg (GRAPHIC) — 16KB
• tthomas_photo.jpg (GRAPHIC) — 85KB
• tallenbradley_photo.jpg (GRAPHIC) — 144KB
• trobert_photo.jpg (GRAPHIC) — 77KB
• twilliam_photo.jpg (GRAPHIC) — 69KB
• tfrederick_photo.jpg (GRAPHIC) — 66KB
• tdeborah_photo.jpg (GRAPHIC) — 61KB
• tmatthew_photo.jpg (GRAPHIC) — 91KB
• tkaren_photo.jpg (GRAPHIC) — 67KB
• tmanuel_photo.jpg (GRAPHIC) — 64KB
• thelenvaid_photo.jpg (GRAPHIC) — 66KB
• timage_001.jpg (GRAPHIC) — 298KB
• tbarchart_001.jpg (GRAPHIC) — 454KB
• tbarchart_002.jpg (GRAPHIC) — 462KB
• tbarchart_003.jpg (GRAPHIC) — 461KB
• tproxy_001.jpg (GRAPHIC) — 1004KB
• tproxy_002.jpg (GRAPHIC) — 1104KB
• 0001174947-24-000428.txt (&nbsp;) — 15321KB
• stc-20240320.xsd (EX-101.SCH) — 9KB
• stc-20240320_def.xml (EX-101.DEF) — 7KB
• stc-20240320_lab.xml (EX-101.LAB) — 25KB
• stc-20240320_pre.xml (EX-101.PRE) — 11KB
• ea0200791-01_htm.xml (XML) — 399KB

Executive Compensation

Executive Compensation 36 Pay Ratio Disclosure 44 Pay v. Performance Table 45 Compensation Committee Report 49 Proposal No. 2 — Advisory Vote Regarding the Compensation of Stewart Information Services Corporation's Named Executive Officers 50 Proposal No. 3 — Ratification of the Appointment of KPMG LLP as Stewart Information Services Corporation's Independent Auditors for 2024 51 Proposal No. 4 — Approval of the First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan 52 Report of the Audit Committee of the Board of Directors 60

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 62 Certain Transactions 64 Stockholder Proposals for Next Annual Meeting 65 Householding 65 Other Matters 65 Appendix I — First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan A-1 i Table of Contents STEWART INFORMATION SERVICES CORPORATION 1360 Post Oak Boulevard, Suite 100 Houston, Texas 77056 (713) 625-8100 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS To Be Held May 8, 2024 EXECUTIVE SUMMARY Except as otherwise specifically noted, the "Company," "Stewart," "we," "our," "us," and similar words in this proxy statement refer to Stewart Information Services Corporation. This proxy statement and the accompanying materials are being made available to Stewart Information Services Corporation stockholders beginning on or about March 26, 2024. This proxy statement contains information on the matters to be presented at our 2024 Annual Meeting of Stockholders to be held on May 8, 2024, to assist you in voting your shares. You should read the entire proxy statement carefully before voting. This executive summary highlights selected information throughout this proxy statement. 2024 Annual Meeting Information DATE AND TIME PLACE RECORD DATE 8:30 AM CT Wednesday, May 8, 2024 Virtual; meetnow.global/MHW52ST March 11, 2024 MATTERS TO BE VOTED ON AT OUR 2024 ANNUAL MEETING Board Recommendation Proposal 1: Election of Directors FOR each director Proposal 2: Advisory Vote on Executive Compensation (Say on Pay) FOR Proposal 3: Ratification of the Appointment of KPMG LLP as our Independent Auditors for 2024 FOR Proposal 4: Approval of the First Amendment to the 2020 Stewart Information Services Corporation 2020 Incentive Plan FOR 1 Table of Contents Stewart Information Services Corporation is furnishing this proxy statement to our stockholders in connection with the solicitation by our board of directors (the "Board" or the "

View Full Filing

View this DEF 14A filing on SEC EDGAR