Item 5.07. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Old Republic International Corporation held on May 26, 2022 voted on the following four proposals:

Proposal #1 - Election of Directors

ORI's shareholders elected the following persons:


      Nominee             For         Withheld      Broker Non-Votes
Steven J. Bateman     190,374,081    56,190,168        30,731,827
Lisa J. Caldwell      157,304,409    89,259,840        30,731,827
John M. Dixon         126,225,168    120,339,081       30,731,827
Glenn W. Reed         165,548,964    81,015,285        30,731,827

Proposal #2 - To ratify KPMG LLP as ORI'S independent registered public accounting firm for 2022

ORI's shareholders voted to approve this proposal as follows:


                    For         Against     Abstain     Broker Non-Votes
Shares Voted    275,442,067    1,526,027    327,982            0

Proposal #3 - An advisory vote to approve executive compensation

ORI's shareholders voted to approve this proposal as follows:



                    For         Against      Abstain     Broker Non-Votes
Shares Voted    227,952,874    15,662,455   2,948,920       30,731,827

Proposal #4 - To Approve the Old Republic International Corporation 2022 Incentive Compensation Plan

ORI's shareholders voted to approve this proposal as follows:



                    For         Against      Abstain     Broker Non-Votes

Shares Voted 174,945,188 68,824,648 2,794,413 30,731,827

Item 9.01. Financial Statements and Exhibits

Exhibit No. Description



  10.1     Old Republic International Corporation 2022 Incentive Compensation
Plan.
  10.2     ORI Form of Stock Option Award Agreement (2022 Incentive Compensation
Plan).

10.3 ORI Form of Restricted Stock Award Agreement (2022 Incentive Compensation Plan). 104 Cover page Interactive Data file (embedded within Inline XBRL document)

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