Stewart Information Services Corporation (STC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Stewart Information Services Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Tom Apel, Chairman of the Board. Mr. Apel, the floor is yours.

Thank you, and good morning. On behalf of our Board of Directors, our management team and our employees, I'm pleased to welcome all of you to Stewart Information Services Corporation's 2020 Annual Stockholders Meeting, which is being held virtually for the first time. Please pardon any connectivity or buffering issues you may experience. We're doing this meeting via webcast rather than in person for the first time because of the COVID-19 pandemic. I hope that each of you and your families are doing well during what is obviously a very challenging time. Please take a moment to review the rules of conduct and procedure that posted on the meeting site. These rules are for guidance on a variety of aspects of the meeting, including considerations related to voting through the meeting site and parameters of asking questions. I will be presiding at this meeting, and I now call the meeting to order. We appreciate your attendance, your interest and most importantly, your support of Stewart. This Annual Meeting of the Stockholders is held pursuant to the bylaws of the company and the written notice to all stockholders. You are participating in the meeting virtually. At the end of the meeting, I will call for questions. Stockholders may submit questions at any time during this meeting by clicking the red dot on the icon in the upper left half of the virtual meeting screen. After introducing the directors and officers in accordance -- in attendance, excuse me, and dealing with a few procedural matters, we will take up the items to be acted upon. I would like to introduce the directors of Stewart, who are in attendance. Attending today are: myself, Tom Apel, Chairman; Frederick Eppinger, Director and CEO; and Directors Allen Bradley, Robert Clarke, Karen Pallotta, Matthew Morris and Manuel Sánchez; and Director Nominees William Corey and Deborah Matz. Stewart executives in attendance are David Hisey, Chief Financial Officer, Secretary and Treasurer; and John Killea, Chief Legal Officer and our Chief Compliance Officer. Also attending this meeting are Matthew Molinski and Mitchell Riley of KPMG, our independent auditors; and David Taylor and Michelle Earley of Locke Lord, outside counsel for the company. In accordance with our bylaws, I will act as Chairman of the meeting and Mr. Heizo will act as Secretary of the meeting. As Chairman, I appoint Patricia Knight of Computershare as inspector of elections. Ms. Knight has taken the customary oath of office, a copy of which will be filed with the minutes of this meeting. Mr. Hisey, our Corporate Secretary, advises me that he has a certification from Computershare stating that on April 24, 2020, the notice of Internet availability of proxy materials was delivered to common shareholders and certain 401(k) holders of record on April 8, 2020. He also has an affidavit of mailing from Sir Speedy that on April 24, 2020, proxy materials were delivered to certain 401(k) holders of record on April 8, 2020. The certification of a notice of meeting and the affidavit mailing will be filed in the corporate minute book with the minutes of this meeting. David, as Corporate Secretary, please report on the stockholders as of the record date.

I have the list of the holders of record of common stock of the company at the close of business on April 8, 2020. As provided in our proxy statements, the list of shareholders entitled to vote at this annual meeting has been available for inspection at our offices during ordinary business hours for the past 10 days and will continue to be available for inspection during this meeting by clicking the link on the website. A copy of the list of stockholders will be filed with the records of the company.

Thank you. Ms. Knight, will you report on whether we have a quorum?

Mr. Chairman, we have received proxies representing 22,080,494 shares of common stock representing a quorum.

Thank you. I hereby declare a quorum is present and that this 2020 Annual Meeting of Stockholders is duly convened and open for the transaction of business. The reading of the minutes of last year's meeting is waived. They are in the corporate records, if anyone would like to review them. This meeting has been called for the purpose set out in the 2020 proxy statement. The polls are now open. All stockholders entitled to vote at this meeting have the ability to do so online. If you're a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the voting link on the website. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide her preliminary report. Proposal 1 is for the election of 9 directors by stockholders pursuant to the company's certificate of incorporation. The nominees for Director are: myself, Allen Bradley, Robert Clarke, William Corey, Frederick Eppinger, Deborah Matz, Matthew Morris, Karen Pallotta and Manuel Sánchez. Proposal 2 is to consider and approve an advisory resolution regarding the compensation of the company's named executive officers or Say on Pay as described in the proxy statement. Proposal 3 is to ratify the appointment of KPMG as the company's independent auditors for 2020. Proposal 4 is to approve the Stewart 2020 incentive plan as described in the proxy statement. Proposal 5 is to approve the Stewart 2020 employee stock purchase plan as described in the proxy statement. At this time, you may cast or change your vote using the voting link online. [Voting]

Thank you to everyone who's voted. Since everyone has had the opportunity to vote, the polls are now closed on all proposals. I request the inspector to count the votes and prepare to submit the tally. Is the inspector prepared to report?

Yes, Mr. Chairman. With respect to the election of directors by common stockholders, each was selected by the requisite vote. As for Proposal 2, Say on Pay; Proposal 3, ratification of KPMG; Proposal 4, approval of the 2020 incentive plan; and Proposal 5, approval of the 2020 employee stock purchase plan, all proposals passed by the requisite number of votes.

Thank you, Ms. Knight. Based on the preliminary report of the inspector, I declare that Thomas Apel, Allen Bradley, Robert Clarke, William Corey, Frederick Eppinger, Deborah Matz, Matthew Morris, Karen Pallotta and Manuel Sánchez have been elected as directors by the common stockholders to hold office until the company's 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. I also declare that the 4 proposals for: one, the advisory resolution regarding the compensation of the company's named executive officers; two, the appointment of KPMG as independent auditors; three, the 2020 incentive plan; and four, the 2020 employee stock purchase plan are all approved. Seeing that there's no other business to be brought before the meeting, I will entertain a motion to adjourn the meeting.

So moved.

Second.

Having the motion and a second, I hereby declare this meeting adjourned. This concludes the formal portion of our annual meeting. I would like to thank all of you for participating in our virtual Annual Meeting of Stockholders. I will now entertain any questions that any stockholder may have regarding the company. If you have a question, you should submit it now. Mr. Killea, do we have any questions?

Mr. Chairman, we do not have any questions.

Seeing that there is no other business to be brought before the meeting -- excuse me, I see that there are no more questions. This concludes the 2020 Annual Meeting. We thank everyone for their participation. Good day.

This concludes the meeting. You may now disconnect.