UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 17, 2023
INVESTORS TITLE COMPANY
(Exact Name of Registrant as Specified in Charter)
North Carolina
| 0-11774
| 56-1110199
|
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
| of Incorporation) | | |
121 North Columbia Street, Chapel Hill, North Carolina 27514
|
| (Address of Principal Executive Offices) (Zip Code) |
Registrant's telephone number, including area code: (919) 968-2200
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:
☐ 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 240.14d-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, no par value
| | ITIC
| | The Nasdaq Stock Market LLC
|
Rights to Purchase Series A Junior Participating Preferred Stock
| | | | The Nasdaq Stock Market LLC
|
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 5.07.
| Submission of Matters to a Vote of Security Holders. |
On May 17, 2023, Investors Title Company held its Annual Meeting of Shareholders. The results of the meeting were as follows:
1. Election of Directors. Our shareholders elected the following directors for three-year terms or until their successors are elected and qualified:
| | FOR | WITHHELD | BROKER NON-VOTES |
| Tammy F. Coley | 987,858 | 402,295 | 254,455 |
| W. Morris Fine | 1,134,824 | 255,329 | 254,455 |
| Richard M. Hutson II | 949,577 | 440,576 | 254,455 |
Our shareholders also elected the following director to serve the remainder of a three-year term ending at the 2024 Annual Meeting of Shareholders:
| | FOR | WITHHELD | BROKER NON-VOTES |
| James E. Scott | 1,384,197 | 5,956 | 254,455 |
2. Auditor Ratification. Our shareholders ratified the appointment of FORVIS, LLP as our independent registered public accounting firm for 2023 as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 1,638,377 | 3,026 | 3,205 | 0 |
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 hereunto duly authorized.
| INVESTORS TITLE COMPANY |
| | | |
| | | |
| Date: May 18, 2023 | By: | /s/ James A. Fine, Jr.
| |
| | James A. Fine, Jr. | |
| | | President, Treasurer and |
| | | Chief Financial Officer |
