false--12-310000074260 0000074260 2019-10-01 2019-10-01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report:  (Date of earliest event reported) October 1, 2019

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 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year

Effective October 1, 2019, the Board of Directors of Old Republic International Corporation (the “Company”) has adopted the Amended and Restated By-laws of the Company (the “By-laws”). The amendments to the By-laws include the following changes:
Clarifying the responsibilities of the Chairman of the Board and eliminating that position as an officer position of the Company
Requiring the appointment of a Lead Independent Director in the event that the Chairman of the Board is not independent under applicable standards
Clarifying the role of the Lead Independent Director
Clarifying the responsibilities and authority of the Chief Executive Officer.
Eliminating the position of Executive Vice Chairman

All of the changes reflected in the amendments to the By-laws are intended to align with the changes in senior management previously announced by the Company.

The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws which is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.

99.1 Amended and Restated By-laws of Old Republic International Corporation

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.
 
 
 
OLD REPUBLIC INTERNATIONAL CORPORATION
 
Registrant
 
 
 
 
 
 
Date: October 2, 2019
By: /s/ John R. Heitkamp, Jr.                                  
 
 
John R. Heitkamp, Jr.
 
 
Senior Vice President,
 
 
Secretary and General Counsel