itic-20250521

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 21, 2025

INVESTORS TITLE COMPANY

(Exact Name of Registrant as Specified in Charter)

North Carolina

0-11774

56-1110199

(State or Other Jurisdiction of

(Commission

(I.R.S. Employer

Incorporation or Organization)

File Number)

Identification No.)

121 North Columbia Street, Chapel Hill, North Carolina 27514

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (919) 968-2200

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:

☐ 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 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

ITIC

The Nasdaq Stock Market LLC

Rights to Purchase Series A Junior Participating Preferred Stock

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2025, Investors Title Company held its Annual Meeting of Shareholders. The results of the meeting were as follows:

1. Election of Directors. Our shareholders elected the following directors for three-year terms or until their successors are elected and qualified:


	FOR	WITHHELD	BROKER NON-VOTES
J. Allen Fine	1,239,127	211,826	209,439
Joseph B. Dempster, Jr.	1,429,061	21,892	209,439
James H. Speed, Jr.	989,975	460,978	209,439

2. Say on Pay Proposal. Our shareholders approved the advisory resolution approving the compensation paid to our named executive officers as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
1,408,191	23,694	19,068	209,439

3. Say on Pay Frequency Proposal. Our shareholders approved an advisory vote on the frequency of the advisory vote to approve executive officer compensation as follows:


1 YEAR	2 YEARS	3 YEARS	ABSTAIN
492,688	1,097	954,437	2,731

A majority of the votes cast by shareholders on the Say on Frequency Proposal voted, on an advisory basis, to hold an advisory vote to approve the compensation of our named executive officers every three years. Based on these results, and consistent with the recommendation of the Board of Directors, future shareholder advisory votes on executive compensation will occur every three years until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our Annual Meeting of Shareholders in 2031.

4. Auditor Ratification. Our shareholders ratified the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for 2025 as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
1,651,418	7,067	1,907	0

SIGNATURE

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 hereunto duly authorized.

INVESTORS TITLE COMPANY

Date:

May 21, 2025

By:

/s/ James A. Fine, Jr.

James A. Fine, Jr.

President, Treasurer and Chief Financial Officer