UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
STEWART INFORMATION SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware |
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74-1677330 |
(STATE OR OTHER
JURISDICTION) |
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(I.R.S.
EMPLOYER
IDENTIFICATION NO.) |
1360 Post Oak Blvd, Suite 100, Houston,
Texas 77056
(Address Of Principal Executive Offices) (Zip Code)
STEWART INFORMATION SERVICES CORPORATION 2020
INCENTIVE PLAN
(Full title of the plan)
Elizabeth K. Giddens
1360 Post Oak Blvd., Suite 100
Houston, TX 77056
(Name and address of agent for service)
(713) 625-8100
(Telephone number, including area code, of agent
for service)
With Copy to:
Locke Lord LLP
111 Huntington Avenue, 9th Floor
Boston, MA 02199-7613
(617) 239-0100
Attention: Megan Foscaldi
Indicate by check mark whether the Registrant is a large accelerated
filed, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 2-2 of the Exchange Act.
x Large
accelerated filer |
¨ Non-accelerated
filer |
¨ Emerging
growth company
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¨ Accelerated filer |
¨ Smaller reporting
company |
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY
NOTE
This Registration
Statement on Form S-8 (the “Registration Statement”) is being filed by Stewart Information Services Corporation,
a Delaware corporation (the “Registrant”), to register an additional 1,100,000 shares of the Registrant’s common
stock, par value $1.00 per share (the “Common Stock”), pursuant to the Registrant’s 2020 Incentive Plan, as amended
(the “Plan”). These shares of Common Stock are in addition to and in the same class as the Common Stock for which the
Registrant’s Registration Statement on Form S-8 was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 17, 2020 (File No. 333-239919) (the “Prior Registration Statement”). The contents of the Prior Registration
Statement, including periodic reports that the Registrant filed after the Prior Registration Statement to maintain current information
about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8,
except to the extent otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated
by reference in this Registration Statement:
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3. |
The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024; |
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4. |
The Registrant’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports related to such items) filed with the SEC on May 9, 2024; and |
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5. |
The description of the Registrant’s common stock, $1.00 par value (the “Common Stock”), contained in a registration statement on Form 8-A filed May 30, 2001, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including the Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
All other reports and documents
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents; provided that, the Registrant is not incorporating any documents or information
that is deemed furnished and not filed in accordance with the rules and regulations promulgated by the Commission.
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers
Set forth below is a description
of certain provisions of the restated certificate of incorporation, as amended, and fifth amended and restated by-laws of the Registrant
and the General Corporation Law of the State of Delaware (“DGCL”), as such provisions relate to the indemnification
of the directors and officers of the Registrant. This description is intended only as a summary and is qualified in its entirety by reference
to the amended and restated certificate of incorporation, as amended, the amended and restated by-laws and the DGCL.
Section 145 of the DGCL
provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including
attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings, whether
civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted
in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable
in the case of derivative actions, except that indemnification extends only to expenses, including attorneys’ fees, incurred in
connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification
where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation’s certificate of incorporation, by-laws, disinterested director vote, stockholder
vote, agreement, or otherwise.
The Registrant’s bylaws
provide for the indemnification of directors, officers, employees or agents of the Registrant to the fullest extent authorized under the
DGCL. Delaware corporations are also authorized to obtain insurance to protect officers and directors from certain liabilities, including
liabilities against which the corporation cannot indemnify its directors and officers. The Registrant currently has in effect a directors’
and officers’ liability insurance policy providing coverage for each director and officer in his or her capacity as such.
Article Eleventh of the
Registrant’s amended and restated certificate of incorporation provides that no director of the Registrant will be personally liable
to the Registrant or its stockholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however,
that such article will not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach
of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the DGCL with respect to unlawful
dividends, stock purchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.
The effect of this provision is to eliminate the personal liability of a director to the Registrant and its stockholders for monetary
damages for breach of his or her fiduciary duty as a director to the fullest extent allowed under the DGCL.
Item 8. Exhibits.
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Houston, State of Texas, on May 10, 2024.
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STEWART INFORMATION SERVICES CORPORATION
(Registrant) |
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By: |
/s/ David C. Hisey |
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David C. Hisey,
Chief Financial Officer and Treasurer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS that each person whose signature appears below constitutes and appoints David C. Hisey and Elizabeth K. Giddens each of them,
his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this
registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each of said attorney-in-fact and agents or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
/s/ Frederick H. Eppinger, Jr.
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Chief Executive Officer and Director
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May 10, 2024 |
Frederick H. Eppinger, Jr. |
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(Principal Executive Officer) |
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/s/ David C. Hisey
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Chief Financial Officer and Treasurer
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May 10, 2024 |
David C. Hisey |
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(Principal Financial Officer) |
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/s/ Brian K. Glaze
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Controller
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May 10, 2024 |
Brian K. Glaze |
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(Principal Accounting Officer) |
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/s/ Thomas G. Apel
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Chairman |
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May 10, 2024 |
Thomas G. Apel |
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/s/ C. Allen Bradley, Jr.
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Director |
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May 10, 2024 |
C. Allen Bradley, Jr. |
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/s/ Robert L. Clarke
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Director |
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May 10, 2024 |
Robert L. Clarke |
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/s/ William S. Corey, Jr.
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Director |
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May 10, 2024 |
William S. Corey, Jr. |
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/s/ Deborah J. Matz
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Director |
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May 10, 2024 |
Deborah J. Matz |
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/s/ Matthew W. Morris
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Director |
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May 10, 2024 |
Matthew W. Morris |
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/s/ Karen R. Pallotta
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Director |
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May 10, 2024 |
Karen R. Pallotta |
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/s/ Manolo Sanchez
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Director |
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May 10, 2024 |
Manolo Sanchez |
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/s/ Helen Vaid |
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Director |
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May 10, 2024 |
Helen Vaid |
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Exhibit 5.1
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111 Huntington Avenue
9th Floor
Boston, MA 02199-7613
Telephone: 617-239-0100
Fax: 617-227-4420
www.lockelord.com
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May 10, 2024
Stewart Information Services Corporation
1360 Post Oak Boulevard, Suite 100
Houston, Texas 77056
Ladies and Gentlemen:
We have acted as counsel to Stewart Information
Services Corporation, a Delaware corporation (the “Company”), in connection with the registration of 1,100,000 shares
of common stock, $1.00 par value per share (the “Shares”) that are subject to issuance by the Company upon the exercise
or settlement of awards granted pursuant to the Company’s 2020 Incentive Plan, as amended through the date hereof (the “Plan”),
pursuant to a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed
with the U.S. Securities and Exchange Commission (the “Commission”) on May 10, 2024 (the “Registration
Statement”).
As the basis for the opinion hereinafter expressed,
we have examined: (i) originals, or copies certified or otherwise identified, of (a) the Plan; (b) the Certificate of Incorporation
of the Company, as amended and restated to date; (c) the Fifth Amended and Restated Bylaws of the Company; (d) certain resolutions
of the Board of Directors of the Company; and (e) such other instruments and documents as we have deemed necessary or advisable for
the purposes of this opinion; and (ii) such statutes, including the Delaware General Corporation Law (the “DGCL”),
and regulations as we have deemed necessary or advisable for the purposes of this opinion. We have not independently verified any factual
matter relating to this opinion. In making our examination, we have assumed and have not verified that all signatures on documents examined
by us are genuine, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all
documents submitted to us as copies.
Based on the foregoing and on such legal considerations
as we deem relevant and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the Plan and the related agreements thereunder, as applicable, will be
validly issued, fully paid and non-assessable.
We express no opinion other than as to the federal
laws of the United States of America and the DGCL. For purposes of this opinion, we assume that the Shares will be issued in compliance
with all applicable state securities or blue sky laws.
Stewart Information Services Corporation
May 10, 2024
Page 2
We hereby consent to the filing of this opinion
as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category
of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission issued thereunder.
Our opinion is rendered as of the date hereof,
and we assume no obligation to update or supplement our opinion to reflect any change of fact, circumstance or law after such time.
Very truly yours,
/s/ Locke Lord LLP
LOCKE LORD LLP
Exhibit 23.2
KPMG LLP
811 Main Street
Houston, TX 77002
Consent of Independent
Registered Public Accounting Firm
We consent to
the use of our reports dated February 28, 2024, with respect to the consolidated financial statements of Stewart Information
Services Corporation, and the effectiveness of internal control over financial reporting, incorporated herein by
reference.
Houston, Texas
May 10,
2024
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KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. |
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Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Stewart Information Services Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security Class Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Share(2) |
Maximum
Aggregate
Offering
Price |
Fee
Rate |
Amount of
Registration
Fee |
Equity |
Common Stock, par value $1.00 per share |
457(c) and (h) |
1,100,000 |
$63.49 |
$69,839,000.00 |
$0.00014760 |
$10,308.24 |
Total Offering Amounts |
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$10,308.24 |
Total Fee Offsets |
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$0 |
Net Fee Due |
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$10,308.24 |
(1) |
This Registration Statement registers an additional 1,100,000 shares issuable under the Stewart Information Services Corporation 2020 Incentive Plan (the “Plan”). We have previously registered shares issuable under the Plan on Registration Statement No. 333-239919. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the number of shares of common stock registered hereby is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
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(2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933. The price per share and aggregate offering price are based upon the average of the high and low asked prices of the Registrant’s common stock on May 6, 2024, as reported on the New York Stock Exchange. |
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