Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the previously announced retirement of
On
The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement attached hereto as Exhibit 10.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The Amended Bylaws provide, among other things, that (i) in the notice nominating a person for director of the Company pursuant to the advance notice provisions of the Amended Bylaws, a stockholder must include a representation as to whether the stockholder or its affiliates intend to solicit proxies in accordance with Rule 14a-19 under the Exchange Act (such notice pursuant to Rule 14a-19, a "Rule 14a-19 Notice"), (ii) after providing a Rule 14a-19 Notice, such stockholder must provide reasonable evidence that it has met the requirements of Rule 14a-19 if requested by the Company, and (iii) if the Company determines in good faith that such stockholder failed to meet such requirements of Rule 14a-19 after previously providing a Rule 14a-19 Notice, the Company shall disregard such stockholder's nominations and any proxies or votes solicited for such nominees. Additional changes to the Amended Bylaws include (i) allowing for stockholder meetings to be adjourned as permitted under the DGCL and (ii) removing the requirement for the Company to produce and keep, at the time and place of a meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting.
The foregoing description of the Amended Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ?Amended Bylaws attached hereto as Exhibit 3.1.?
Item 9.01. Financial Statements and Exhibits.
(d) EXHIBITS Exhibit No. Description 3.1 Fifth Amended and Restated Bylaws ofStewart Information Services Corporation ?. 10.1 Transition Services Agreement, datedDecember 28, 2022 , between John Killea andStewart Information Services Corporation ?. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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