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 Tom Apel. Mr. Apel, 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 2023 Annual Stockholders' Meeting. I'll 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 written notice to all stockholders. You're 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 Manolo Sánchez. Stewart executives in attendance are David Hisey, Chief Financial Officer and Treasurer; and Elizabeth Giddens, Chief Legal Officer and Corporate Secretary. Also attending this meeting are Matthew Malinsky of KPMG, our independent auditors; and Megan Foscaldi of Locke Lord, outside counsel for the company. In accordance with our bylaws, I will act as Chair of the meeting, and Ms. Giddens 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. Elizabeth as Corporate Secretary, please report on the delivery of proxy materials and notice of this meeting of shareholders.

I have a certification from Computershare stating that on April 5, 2023, the notice of Internet availability of proxy material was delivered to common stockholders and certain 401(k) holders of record as of March 20, 2023. The certification of notice of meeting will be filed within the corporate minute book with the minutes for this meeting.

Thank you. Elizabeth, as Corporate Secretary, please report on the stockholders as of the record date.

I have the list of holders of record of common stock of the company at the close of business on March 20, 2023. This list of stockholders has been open for examination at the company for any purpose relative to this meeting during ordinary business hours for the past 10 days. 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 25,078,124 shares of common stock, representing a quorum.

Thank you. I hereby declare a quorum is present and that this 2023 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 2023 proxy statement. The polls are now open. All stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so through 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. With respect to the items to be voted upon, 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 Manolo 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 2023. 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 the proposals, please submit them online at this time. [Voting]

I see that no questions have been proposed online. The vote on the election of directors and the 2 other previously described proposals will now be taken by ballot. We will pause to allow stockholders to submit their votes. [Voting]