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STC > SEC Filings for STC > Form 8-K on 7-May-2014All Recent SEC Filings

Show all filings for STEWART INFORMATION SERVICES CORP

Form 8-K for STEWART INFORMATION SERVICES CORP


7-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year


Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 2, 2014, at the annual meeting of stockholders (the "Annual Meeting") of Stewart Information Services Corporation (the "Company"), the stockholders of the Company approved an amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate cumulative voting (the "Charter Amendment").

The Charter Amendment was filed with the Delaware Secretary of State on May 7, 2014, and a copy is attached hereto as Exhibit 3.1.

As previously reported, on March 6, 2014, the board of directors of the Company (the "Board") approved an amendment to the Company's Amended and Restated By-laws (the "By-laws") to adopt a majority voting standard in the election of directors for uncontested elections (the "By-law Amendment"). The effectiveness of the By-law Amendment was conditioned on stockholder approval of the Charter Amendment and the filing of the Charter Amendment with the Delaware Secretary of State. The By-laws were amended by replacing Section 2.7(e) thereof with the following:

"(e) Notwithstanding any provision in these by-laws to the contrary (other than in connection with filling vacancies on the Board of Directors), a nominee for director shall be elected to the Board of Directors if the votes cast for such nominee's election exceed the votes cast against such nominee's election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which the Secretary of the Corporation determines that the number of nominees exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting. All votes for election of directors that are cast in person shall be cast by written ballot."

A copy of the By-laws, as amended, is attached hereto as Exhibit 3.2.



Item 9.01. Financial Statements and Exhibits.

Exhibit
No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, filed May 7, 2014.

3.2 Amended and Restated By-laws, as amended, effective as of May 7, 2014.


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