Old Republic International Corp

1. 1

   Election of two Class 3 Directors

   ManagementBoard: FOR

   To elect the two Class 3 director nominees (Barbara A. Adachi and Craig R. Smiddy) to the Board of Directors, each for a three-year term.

2. 2

   Ratification of the Selection of KPMG as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Board and Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

   Advisory Approval of Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).

   More detail

   This proposal asks shareholders to provide a non-binding advisory approval of the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking shareholder approval as part of established corporate governance and SEC disclosure practices (a Say-on-Pay vote) to validate the Compensation Committee’s mix of base salary, annual performance-based cash awards under the Performance Recognition Plan (PRP), and long-term equity incentives (RSUs, PSUs, and stock options). The proxy materials describe objective and discretionary performance metrics (for 2025: net earned premiums & fees growth, combined ratio/underwriting margin, and a discretionary individual component) used for annual cash awards, and multi-year goals (3-year operating ROE and book value total return) that govern PSUs, reflecting an effort to align executive pay with both short-term underwriting results and long-term shareholder value. The Compensation Committee’s independence, use of an independent compensation consultant, and the Board’s review of prior shareholder feedback (notably a 97% approval vote in 2025 for 2024 compensation) provide governance context and demonstrate responsive oversight. The vote is advisory and non-binding, but the Board will consider the results when evaluating future compensation programs and may investigate and act on significant negative outcomes. The Company emphasizes ‘‘pay for performance’’ principles, clawback policy, stock ownership guidelines, and limits on perquisites and hedging to support alignment with shareholder interests. Management recommends FOR, arguing that the program appropriately balances short- and long-term incentives, ties pay to measurable underwriting and operating outcomes, and is overseen by independent directors to mitigate excessive risk-taking. The discussion should be evaluated against the Company’s historical pay practices, performance metrics, and the extent to which realized executive payouts correspond to operating results and long-term TSR.

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When is the Old Republic International Corp 2026 annual meeting?

Old Republic International Corp (ORI) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Old Republic International Corp 2026 meeting?

The record date for the Old Republic International Corp 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Old Republic International Corp's 2026 meeting?

The board is presenting 2 director nominees at the Old Republic International Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Old Republic International Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Old Republic International Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.