Old Republic International (ORI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 22, 2025, will be held virtually, with shareholders of record as of March 24, 2025, eligible to vote on key proposals including director elections, auditor ratification, and executive compensation.

• Shareholders can vote online, by phone, mail, or during the virtual meeting using a control number.

• The agenda includes the election of four Class 2 directors, ratification of KPMG LLP as auditor, and an advisory vote on executive compensation.

• The company emphasizes long-term value creation, conservative balance sheet management, and consistent dividend policy.

Voting matters and shareholder proposals

• Proposals include electing four Class 2 directors for three-year terms, ratifying KPMG LLP as independent auditor for 2025, and an advisory vote on executive compensation.

• Board recommends voting FOR all proposals; majority voting standard applies in uncontested director elections.

• Shareholders may submit proposals or director nominations for the 2026 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• Board consists of 13 members post-2025 meeting, with 12 classified as independent.

• Board diversity: 31% women, 21% minorities, and one LGBTQ+ member; ongoing refreshment has reduced average tenure and age.

• Board committees (Audit, Compensation, Governance and Nominating, Executive) are composed exclusively of independent directors.

• Majority voting in uncontested elections, proxy access, and right to call special meetings are in place.

• Annual board and committee self-evaluations and director education are emphasized.