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ITIC > SEC Filings for ITIC > Form 8-K on 17-May-2013All Recent SEC Filings

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Form 8-K for INVESTORS TITLE CO


17-May-2013

Submission of Matters to a Vote of Security Holders


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:

BROKER
FOR WITHHELD 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:

BROKER
FOR AGAINST ABSTAIN 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:

BROKER
1 YEAR 2 YEARS 3 YEARS ABSTAIN 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:

BROKER
FOR AGAINST ABSTAIN NON-VOTES
1,641,864 4,261 3,121 0


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