Old Republic International (ORI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 21, 2026, with shareholders able to vote online, by phone, or by mail.

• Shareholders of record as of March 23, 2026, are eligible to vote on director elections, auditor ratification, and executive compensation.

• The proxy statement and annual report are available online, and voting instructions require a unique control number.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class 3 directors for three-year terms, ratifying KPMG LLP as auditor for 2026, and an advisory say-on-pay vote on executive compensation.

• The Board recommends voting FOR all proposals.

• Shareholders may submit proposals or director nominations for the 2027 meeting by following advance notice and procedural requirements.

Board of directors and corporate governance

• The Board consists of 13 directors, with 12 classified as independent; all directors except the CEO are independent.

• Board diversity includes 31% women, 23% minorities, and one LGBTQ+ member.

• The Board is divided into three classes with staggered terms; two Class 3 directors are up for election in 2026.

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

• Annual Board and committee self-evaluations are conducted, and directors are subject to stock ownership guidelines.