Good morning or afternoon, depending on your location, and welcome to the annual meeting of Old Republic shareholders. I am Spencer LeRoy III, Chairman of the Board. Thank you for joining us today for our virtual meeting. This virtual meeting method and the adjustments to the timing of our meeting have resulted in a greater number of shareholders participating in our annual meeting when contrasted with an in-person meeting and less convenient timing. Present on the web portal are the meeting agenda and rules for the conduct of this meeting. It is now 11:00 A.M. Central Daylight Time on May 21, 2026, the meeting will now come to order. Several of the company's officers will share in the duties of this annual meeting
They are Craig Smiddy, President and Chief Executive Officer, Todd Gray, Executive Vice President, Frank Sodaro, Senior Vice President and Chief Financial Officer, Tom Dare, Senior Vice President, General Counsel, and Secretary, Winston Collier, Vice President and Senior Associate General Counsel, and Victoria Poole, Assistant Vice President and Assistant General Counsel. We also have a majority of the other directors in on this call. In addition, we have as guests the KPMG audit partners, Mark Adamczyk and Kyle Ten Pas. Now, that we've made the appropriate introductions, we'll start the meeting and follow our agenda. Tom Dare will now speak to the basics of this meeting. Tom?
Thank you, Spencer. Consistent with our historical practice and as stated in the proxy statement for this meeting, the Board determined that Spencer, as the chairman of the Board, and Craig Smiddy, our CEO, are the appropriate designated representatives of the Board for this meeting. As Spencer mentioned, all directors are encouraged to virtually attend our meeting, and I am pleased to report all but one of our continuing directors are in attendance today. The proxy statement provides sufficient detail about the directors who are slated for election to allow our shareholders to make informed voting decisions without needing to question the director nominees or other non-presenting directors in attendance today. The meeting today will cover the agenda items as set forth in the proxy statement.
No financial presentation, report, or comments on business plans will be made by management at this meeting, and no questions related to such matters will be answered. The company provides such presentations and reports in conjunction with the company's quarterly earnings reports, and those quarterly presentation and reports are posted on the company's website at www.oldrepublic.com. During this meeting, shareholders may submit questions that are germane to the items presented for shareholder approval by following the directions on the meeting website. Providing this written format for shareholder question submissions is a common practice and allows shareholders to participate without risking potential disruptions. Broadridge Financial Solutions has given the company an affidavit attesting to the mailing of this notice of this meeting.
A list of the shareholders of the meeting as of the record date has been available for inspection by shareholders at our corporate office for 10 days prior to this meeting. The board of directors has appointed Todd Gray and Victoria Poole as the inspectors of elections. Polls have been open since the mailing of the company's proxy materials, and they'll stay open during the meeting. Any authenticated shareholder wishing to vote during the meeting may do so by following the instructions on the web portal. Turning to the business of the meeting, I will now turn it over to Todd Gray for a report on the number of shares represented at this meeting.
Thank you, Tom. The unofficial voting report shows approximately 221,163,939 shares are present in person or by proxy. This represents approximately 90.8% of the shares authorized to vote. The official quorum and voting results will be certified by the inspector shortly after the meeting.
Thank you, Todd. The quorum is present, and the meeting is properly convened. We will now address questions that have been submitted and that are germane to the items presented for shareholder approval, as described in the proxy statement for this meeting.
First question: Does Old Republic ever bid out the cost of the audit or change auditors just to have another opinion?
This is Craig Smiddy, and I'd be happy to answer that question. We have in the past bid our audit and, additionally, each year we do benchmark our audit fees against our peer group, and I can confirm that the fees are competitive. The relationship that we have with KPMG is very healthy and sound, and is working very well.
Second question: Is Mr. Spencer LeRoy III really an independent director since he was formerly a high-level executive with Old Republic?
This is Craig again, and I'd be happy to answer that question as well. Spencer retired in 2014, and he therefore has been independent since 2017 in accordance with the New York Stock Exchange rules. Yes, Spencer is independent and has been independent for approximately a decade.
That concludes the questions and answers.
Thank you, Winston. Having received no further germane questions that are not otherwise addressed in this presentation, we'll now proceed to the items on the agenda. The Governance and Nominating Committee and the Board of Directors have recommended the following nominees as Class III directors to serve until the 2029 annual shareholders meeting. They are Barbara A. Adachi and Craig R. Smiddy. The company's bylaws provide that our directors will be classified into three classes, divided as equally as the total number of directors will permit. The company expects that its continuous board refreshment initiative will lead to the classes rebalancing to a nearly equal distribution within the next year without needing to redistribute the current directors to different classes. The Inspectors of Elections will now report on the election of directors. Todd?
The unofficial vote for each of the nominees slated for election shows that each such Director has received well over a majority of the numbers of votes cast to be elected with Ms. Adachi receiving approximately 93% of the votes and Mr. Smiddy receiving 99.6% of votes cast.
Thank you, Todd. Since the nominees slated for election have each received the requisite number of the votes cast to be elected, they have been elected as Class III directors, and each will serve a three-year term of office until the 2029 annual shareholders meeting. The Audit Committee and the Board of Directors have recommended for approval by the shareholders the ratification of the selection of KPMG LLP as the company's independent registered public accounting firm for 2026.
The unofficial tally of votes on this proposal shows approximately 99.5% of shares voted to approve this selection.
Since this proposal has received the requisite number of votes, the selection of KPMG LLP as the company's independent registered public accounting firm for 2026 is hereby ratified. The Board of Directors recommends that the shareholders vote in an advisory capacity to approve the compensation of the company's named executive officers for 2025, as described in the compensation discussion and analysis section of the company's proxy statement.
The unofficial tally of votes on this proposal shows that approximately 99% of shares voted to approve this resolution.
Since this proposal has received the requisite number of votes, the compensation of the company's named executive officers for 2025 is approved on a non-binding advisory basis.
This is Spencer LeRoy III. There being no further business, the 2026 annual meeting of the shareholders of Old Republic International Corporation is now adjourned, and the polls are closed. Thank you all very much for joining us.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.