Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2009, at the annual meeting ("Annual Meeting") of stockholders of Stewart Information Services Corporation (the "Company"), the stockholders of the Company approved an amendment to the Company's 2005 Long-Term Incentive Plan (the "Plan") increasing the total number of shares authorized to be issued under the Plan by 350,000. In connection therewith, the number of authorized shares designated as "Directors' Shares" under the Plan have been increased from 30,000 to 380,000.
The Plan provides for the issuance of incentive stock options and nonqualified stock options, as well as restricted shares and other similar awards. The Plan was effective on April 29, 2005, and will terminate on April 28, 2015, unless sooner terminated by the Company's board of directors. A copy of the Plan, as amended and restated and approved by the Company's stockholders, is attached hereto as Exhibit 10.1 and incorporated by reference herein. For a complete description of the Plan's terms and conditions, please refer to the attached copy.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .
At the Annual Meeting, the stockholders of the Company also approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 30,000,000 to 50,000,000. The Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on May 4, 2009. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1. Item 9.01. Financial Statements and Exhibits.
3.1 Amended and Restated Certificate of Incorporation

10.1 Amended and Restated 2005 Long-Term Incentive Plan

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