UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported) February 23, 2006
OLD REPUBLIC INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 001-10607 36-2678171
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
307 North Michigan Avenue, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
(312) 346-8100
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 140.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
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At the regularly scheduled meeting of the Board of Directors of Old Republic
International Corporation (the "Company") on February 23, 2006, William G.
White, Jr. announced that he would not stand for re-election at the Company's
annual shareholders' meeting on May 26, 2006. Mr. White is 76 and has been on
the Company's Board of Directors since 1993. He will continue to serve on the
Boards of Directors of the Company's mortgage guaranty insurance subsidiaries.
To replace Mr. White as a Class 1 Director, the Board nominated Mr. Steven R.
Walker. Mr. Walker, age 60, is Of Counsel to the law firm of Leland, Parachini,
Steinberg, Matzger & Melnick, L.L.P., San Francisco, California, in which he was
formerly a Partner. His law firm performed legal services for the Company's
subsidiary, Old Republic Title Company, since the beginning of the Company's
last fiscal year. The Company's Class 1 Directors have been slated for
re-election at the annual shareholders' meeting on May 26, 2006. As a Class 1
Director nominee, Mr. Walker will be subject to election by the Company's
shareholders. If elected, Mr. Walker will not be serving as a member of any of
the Board's Committees.
The Company's Board also enlarged the Board from thirteen Directors to fourteen
and elected Mr. Leo E. Knight, Jr. as a new Class 3 Director, effective August
24, 2006. Mr. Knight, age 60, retired in 2005 as the Chairman and Chief
Executive Officer of National City Mortgage Company in Dayton, Ohio. National
City Mortgage Company has been an insured of the Company's subsidiary, Republic
Mortgage Insurance Company, since the beginning of the Company's last fiscal
year. The Company's Class 3 Directors' terms will expire in 2008. Mr. Knight
will not be serving on any of the Board's Committees.
Item 8.01. Other Events
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The Company's Board of Directors approved revisions to its Audit Committee
Charter and its Compensation Committee Charter at its regularly scheduled
meeting on February 23, 2006. The revisions were recommended by its Audit and
Compensation Committees, respectively, following their annual charter reviews.
None of the revisions were substantive. Both charters may be viewed on the
Company's web site at www.oldrepublic.com. Printed copies are available to
shareholders of the Company upon request.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits
99.1 Audit Committee Charter
99.2 Compensation Committee Charter
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OLD REPUBLIC INTERNATIONAL CORPORATION
Registrant
Date: February 27, 2006 By: /s/ Karl W. Mueller
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Karl W. Mueller
Senior Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
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Exhibits
99.1 Audit Committee Charter
99.2 Compensation Committee Charter