f8k121009.htm
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) December 10,
2009
OLD
REPUBLIC INTERNATIONAL CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-10607
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36-2678171
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
140.14d-2(b))
o 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 Certain Officer; Election of Directors Appointment of Certain Officers;
Compensatory Arrangements of
Certain Officers
On
December 10, 2009, Old Republic International Corporation (the “Registrant”)
announced that Christopher S. Nard (age 46) was appointed President and Chief
Operating Officer of the Registrant effective July 1, 2010. Mr. Nard, who has
been Senior Vice President – Mortgage of the Registrant since 2005 and who prior
to that had been a senior executive of a subsidiary, will succeed James A.
Kellogg (age 58) who has been the Registrant’s President and Chief Operating
Officer since 2006 and prior to that, was the President of a subsidiary of the
Registrant. Mr. Kellogg will assume the new position of Executive Vice Chairman
of the Company effective July 1, 2010. Neither Messrs. Nard nor Kellogg have any
family relationships with other officers or directors of the Registrant and
neither have any direct or indirect financial transactions with the Registrant.
Both Messrs. Nard and Kellogg will directly report to Aldo C. Zucaro (age 70)
who will continue as the Registrant’s Chairman and Chief Executive
Officer.
A full
text of the Registrant’s announcement is included as Exhibit 99.1
hereto.
Item 5.03. Amendments to Articles of
Incorporation or By-laws; Change in Fiscal Year.
At the
Registrant’s Board of Directors’ Meeting on December 10, 2009, the By-laws of
the Company were amended to create a new position of Executive Vice
Chairman.
The
Restated By-laws of the Registrant are included as Exhibit 99.2
hereto.
Item
9.01. Financial Statements and
Exhibits
(d)
Exhibits
99.1
Press Release dated December 10, 2009.
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.
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OLD
REPUBLIC INTERNATIONAL CORPORATION
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Registrant
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Date:
December 11, 2009
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By:
/s/ Spencer LeRoy
III
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Spencer
LeRoy III
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Senior
Vice President,
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Secretary
and General Counsel
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INDEX TO
EXHIBITS
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Exhibits
99.1
Press Release dated December 10, 2009.
99.1
Restated By-laws