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
15, 2013
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 15, 2013, 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 duly elected and qualified:
FOR |
WITHHELD |
BROKER
NON-VOTES |
|
J. Allen Fine | 1,121,418 | 213,675 | 314,153 |
David L. Francis | 1,113,524 | 221,569 | 314,153 |
James H. Speed, Jr. | 1,070,692 | 264,401 | 314,153 |
2. Say on Pay Proposal. Our shareholders approved the advisory resolution approving the compensation paid to our named executive officers as follows:
FOR |
AGAINST |
ABSTAIN |
BROKER
NON-VOTES |
1,290,547 | 37,160 | 7,386 | 314,153 |
3. Say on Frequency Proposal. Our shareholders approved, on an advisory basis, an advisory vote to approve the compensation of our named executive officers every three years (the “Say on Frequency Proposal”) as follows:
1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN |
BROKER
NON-VOTES |
359,275 | 11,467 | 963,307 | 1,044 | 314,153 |
A majority of the votes cast by shareholders on the Say on Frequency Proposal voted, on an advisory basis, to hold an advisory vote to approve the compensation of our named executive officers every three years. Based on these results, and consistent with the recommendation of the Board of Directors, future stockholder advisory votes on executive compensation will occur every three years until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our Annual Meeting of Shareholders in 2019.
4. Auditor Ratification. Our shareholders ratified the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2013 as follows:
FOR |
AGAINST |
ABSTAIN |
BROKER
NON-VOTES |
1,641,864 | 4,261 | 3,121 | 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 |
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Date: | May 17, 2013 | By: |
/s/ |
James A. Fine, Jr. |
|
James A. Fine, Jr. |
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President, Treasurer and |
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Chief Financial Officer |