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 Thomas Apel, Chairman of the Board of Stewart Information Services Corporation. Sir, the floor is yours.

Thank you, and good morning, everyone. 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 2021 Annual Stockholders' Meeting. In light of the continuing public health impact of the COVID-19 pandemic, recommendations from federal, state and local authorities and support to health and well-being of our employees, stockholders and Board of Directors, we are conducting this meeting via webcast rather than in person. I hope that each of you and your families are doing well during what continues to be a challenging time. 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 Stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. You are participating in the meeting virtually. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. During the annual meeting, questions from stockholders should pertain to the proposals being considered at that particular time. Stockholders wishing to ask other questions will be given an opportunity to do so following the meeting. After introducing the directors and officers in attendance 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, Chair; Frederick Eppinger, Director and CEO; and Directors, Allen Bradley; Robert Clarke; William Corey; Deborah Matz; Matthew Morris; Karen Pallotta; and Manuel Sánchez. Stewart executives in attendance are David Hisey, Chief Financial Officer, Secretary and Treasurer; and John Killea, Chief Legal Officer and Chief Compliance Officer. Also attending this meeting are Matthew [ Molinski ] of KPMG, our independent auditors; and Michelle Earley of Locke Lord, outside counsel of the company. In accordance with our bylaws, I will act as Chair of the meeting. Mr. Hisey will act as secretary of the meeting. As Chair, I appoint Bridget Huerta of Computershare as inspector of elections. Ms. Huerta has taken the customary oath of office, a copy of which will be filed with the minutes of this meeting. David, as corporate secretary, please report on the delivery of proxy materials and Notice of this Meeting to stockholders.

The certification from Computershare stating that on April 15, 2021, the notice of Internet availability of proxy material was delivered to common stockholders and certain 401(k) holders of record on April 1, 2021. The certification of notice of meeting will be filed in the corporate minute book with the minutes for this meeting.

Thank you. 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, April 1, 2021. This list of stockholders has been open for examination of the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during this meeting to all stockholders by clicking the link on the website used to access this meeting. A copy of the list of stockholders will be filed with the records of the company.

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

Mr. Chairman, we have received proxies representing 25,114,932 shares of common stock representing a quorum.

Thank you. I hereby declare a quorum is present and that this 2021 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 purposes set out in the 2021 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 you 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 and bylaws. 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. Proposal 3 is to ratify the appointment of KPMG LLP as the company's independent auditors for 2021. At this time, you may cast or change your vote using the voting link online. Additionally, if you have any questions or comments regarding any of these proposals, please submit them online at this time. [Voting]

Okay. Being no questions, a vote on the election of directors and the other 2 previously described proposals will now be taken by ballot. We will pause to allow stockholders to submit their votes. [Voting]

The polls are now closed. I request the inspector to count the votes and prepare to submit tally. Is the inspector prepared to report?

Yes, Mr. Chairman. With respect to the election of directors by common stockholders, each was elected by the requisite vote. As for the proposal 2, say on pay; and proposal 3, ratification of KPMG; both proposals passed by the requisite number of votes.

Thank you, Ms. Huerta. 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 2022 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. I also declare that the 2 proposals for the advisory resolution regarding the compensation of the company's named executive officers and the appointment of KPMG LLP as independent auditors are both approved. Is there any other business to be brought before the meeting? If not, I will entertain a motion to adjourn the business portion of this meeting.

So moved.

I second the motion.

I declare this meeting adjourned. This concludes the business portion of the meeting. We will now answer questions from stockholders that have been submitted. If you wish to submit a question, please enter it online in the space provided on the virtual meeting screen. Mr. Killea, do we have any questions?

No, we do not, Mr. Chairman.

Since there are no more questions, this concludes the 2021 Annual Meeting. We thank everyone for their participation today.

Ladies and gentlemen, that concludes today's call. You may now disconnect.