Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2020, the Board of Directors (the "Board") of Investors Title
Company (the "Company") appointed Tammy F. Coley and Elton C. Parker, Jr. as
members of the Board to fill the vacancies created by the passing of former
Board members R. Horace Johnson on October 7, 2019 and H. Joe King, Jr. on
October 28, 2019, respectively. Ms. Coley will serve in the class of directors
whose terms expire at the 2020 Annual Meeting of Shareholders (the "2020 Annual
Meeting") and Mr. Parker will serve in the class of directors whose terms expire
at the 2021 Annual Meeting, provided that he will stand for re-election at the
2020 Annual Meeting to complete the remaining portion of his term following the
meeting. Ms. Coley and Mr. Parker have not been appointed to any committees of
the Board.
Ms. Coley currently serves as Chief Transformation Officer at BlackLine, a
provider of cloud software that automates and controls the entire financial
close process, where she has been employed since 2017. Prior to BlackLine,
Ms. Coley spent 14 years at Cox Communications where she led the accounting and
internal controls governance functions. After retiring as an Audit Partner at
Deloittee & Touche LLC, Mr. Parker serves as the Managing Member of Elpark
Financial LLC, a financial advisory and consulting firm and, since 1982, has
served as President of Elpark Inc. and subsidiaries, a family owned real estate,
farming, and investment company.
The Company will compensate Ms. Coley and Mr. Parker for their services as
directors in accordance with the Summary of Non-Employee Director Compensation
filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ending December 31, 2018 and incorporated by reference herein. In
connection with their appointment to the Board, the Company granted to each of
Ms. Coley and Mr. Parker an award of stock appreciation rights ("SARs") under
the Company's 2019 Stock Appreciation Rights Plan exercisable for 750 shares of
the Company's common stock at a grant price of $162.29. The SARs will be fully
vested as of the date of grant and shall expire on May 15, 2026.
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