ORI DEF 14A Report ended Dec. 31, 2019

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:

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*

Calculated pursuant to Rule 13d‑3(d) of the Securities Exchange Act of 1934. Unless otherwise stated below, each such person has sole voting and investment power with respect to all such shares. Under Rule 13d‑3(d), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. None of the options shown for executive officers were exercised prior to the Company’s record date and therefore are not eligible to vote at the Annual Meeting of the Shareholders.

**	Less than one-tenth of one percent.

(1)

Reflects the number of shares as of December 31, 2019 shown in the most recent Schedule 13G filings with the SEC. BlackRock, Inc. has reported sole voting for 31,670,448 shares and sole dispositive power for 33,182,564 shares. The Vanguard Group has reported that it has sole and shared voting power for 150,309 and 56,392 shares, respectively and sole and shared dispositive power for 27,535,280 shares and 169,652 shares, respectively. State Street Corporation has reported that it has shared voting power for 19,964,681 shares and shared dispositive power for 21,285,124 shares.

(a)

Under the terms of the Old Republic International Corporation Employees Savings and Stock Ownership Plan (“ESSOP”), a participant is entitled to vote the Company Common Stock held by the ESSOP, the shares of which have been allocated to the participant’s account. The Executive Committee of the Company is authorized to vote the Company Common Stock held by the ESSOP until such time as the shares of such stock have been allocated to a participant’s account or where a participant fails to exercise his or her voting rights. In these regards, the Executive Committee may be deemed to have sole investment power with respect to unallocated stock and shared power for allocated stock held by the ESSOP.

(b)	In addition to the ESSOP, the Old Republic International Employees Retirement Plan holds an aggregate of 2,829,509 shares of the Company’s Common Stock not included in this table. The voting of these shares is controlled, directly or indirectly in a fiduciary capacity, by the Executive Committee.

(c)	The trustees of the Company’s Baseline Security Plan (“BSP”), on December 31, 2019, owned an aggregate of 716,540 shares of the Company Common Stock. These shares are not included in this table, because each participant is entitled to vote the shares of the Company’s Common Stock held by the BSP that have been allocated to their account.

(d)	American Business & Mercantile Insurance Mutual Inc. (“ABM”) and its subsidiary own 1,268,700 shares of the Company’s Common Stock. ABM is a mutual insurer controlled by its policyholders and indirectly by the Company through management agreements, the ownership of its surplus notes, and by directors and officers who are employees of the Company.

(3)	Includes only the shares that have been allocated to the employer matching and employee savings accounts of the director or executive officer as a participant in the ESSOP. Excludes those shares for which the director or executive officer may be deemed to have investment and voting power as a result of being a member of the Executive Committee.

(4)	Includes 8,437 shares held in an IRA trust for Mr. Bischof’s benefit.

(5)	Includes 315,908 shares owned by Mr. Dew’s wife and 93,682 shares held in an IRA trust for Mr. Dew.

(6)	Includes 40,587 shares held in IRA or Roth IRA trusts for Mr. LeRoy’s benefit.

(7)	Includes 270,237 shares owned by Mr. Steiner directly, 343,750 shares held in trust for Mr. Steiner’s children, for which he is a co-trustee, and 91,201 shares held by the Steiner Foundation for which Mr. Steiner disclaims beneficial ownership.

(8)	Includes 28,500 shares held in IRA and SEP-IRA trusts for Mr. Walker’s benefit, and 24,500 shares held by his wife.

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•	Operation of the business within the law, with integrity, and in a socially responsible manner

•	Maintenance of the business’s competitive position to enable the continued growth of economic value in a fairly balanced way for the interests of all stakeholders

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A.	Create long-term value for all stakeholders , including shareholders, policyholders, our people, and the American community at large. We believe that this desired outcome is best achieved by:

•	Continuously enhancing the Company’s competitive position, which increases its economic value to all stakeholders in a cohesive and socially responsible manner.

•	Steadily building the sustainability of the business’s competitiveness and earnings prospects. This adds to our financial and intellectual capital while at the same time:

–	Providing a necessary financial cushion to support insurance obligations in the event they prove greater than anticipated.

–	Enhancing the Company’s ability to handle its insurance risk-bearing and dispersing functions to meet society’s increasing demands for protecting the property and other values that a growing economy produces.

B.	Create long-term value for long-term shareholders , whose interests are aligned with our Mission as they provide and support the retention of paid-in capital and the accumulated earnings retained in the business. We measure this value creation by these interrelated financial outcomes:

•	The consecutive 10-year compound annual total returns provided by Old Republic’s common stock performance in the marketplace. This is calculated as the annual combination of the change in market value and the reinvested cash dividend we pay.

•	The consecutive 10-year compound annual total returns seen in Old Republic’s common stock book value. This is calculated as the annual combination of the change in book value per share, plus our cash dividend.

•	The consecutive 10-year annual total return on shareholders’ equity. This is calculated by dividing net operating income (excluding both realized and unrealized investment gains or losses) by shareholders’ equity (which also excludes those factors).

•	Employing disciplined risk selection, evaluation, and pricing practices to reduce the possibility of adverse risk selection and the uncertainty of insurance underwriting outcomes

•	Focusing on diversification and spreading of insured risks by geography and among industries that are core to the North American economy, while staying in areas in which we are intellectually competent and operationally proficient

•	Emphasizing a balanced mix of insurance coverages for all industries we serve, in which we are knowledgeable and which exert economically balanced demands on our risk-bearing capital

•	Reducing and mitigating insured exposures through underwriting risk-sharing arrangements with policyholders to:

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•	The diversification of the business by types of insurance coverages and product distribution

•

The business’s performance over the natural multi-year cycles in the insurance industry. Reviews of 10-year trends are favored, as these likely encompass one or two economic and/or insurance underwriting cycles. This allows enough time for the cycles to run their course, for premium rates and underwriting changes to appear in financial results, and for reserved claim costs to be quantified with greater finality and effect

•	The allocation of capital to Old Republic’s key insurance underwriting subsidiaries, in consideration of their relative risk-taking appetites and abilities, and their accumulated reserves to pay claims

•	Retaining high, economically justifiable independent financial ratings for the Company’s insurance underwriting subsidiaries

•	Assuring a realistically consistent increase over time in cash dividend payments based on the Company’s earnings power and trends. These payments benefit all shareholders directly or as beneficiaries of their financial assets, as these are directed in common by institutional investment managers held to fiduciary obligations

•	The combination of the annual cash dividend and change in the Company’s book value per share, or

•	The combination of the annual cash dividend and change in year-end market value per share

•	Dividend payments have been made without interruption since 1942 (in 78 of the Company’s 96 years)

•	The annual cash dividend rate has been raised in each of the past 38 years

•	Old Republic is one of just 111 American companies out of thousands that have posted at least 25 consecutive years of annual dividend growth (according to Mergent’s Dividend Achievers )

•	Leadership Structure and Risk Management, and

•	Board of Directors’ Responsibilities and Independence

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•

We believe that Old Republic’s stock performance fell short in the 1980 - 1989 period due to accelerated diversification activity effected by acquiring various companies in exchange for our common stock and forming new joint underwriting ventures. Together these transactions caused temporary dilutions of book value and earnings per share. In later years, however, most of these companies became solid contributors to our consolidated performance.

•	We also believe that our performance fell short in the 2010 - 2019 period due to the adverse impact of the Great Recession on Old Republic’s investment in the financial indemnity segment. This business has been in run-off operating mode since 2012.

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•	Ascertain that strategies and policies are in place to encourage the growth of consolidated earnings and shareholders’ equity over the long term;

•	Ascertain that the Company’s business is managed in a sound and conservative manner that takes into account the public interest vested in its insurance subsidiaries;

•	Provide advice and counsel to management on business opportunities and strategies;

•	Review and approve major corporate transactions;

•	Monitor the adequacy of the Company’s internal control and financial reporting systems and practices to safeguard assets and to comply with applicable laws and regulations;

•	Ascertain that appropriate policies and practices are in place for managing the identified risks faced by the enterprise;

•	Evaluate periodically the performance of the CEO in the context of the Company’s Mission and performance metrics;

•	Review and approve senior management’s base and incentive compensation taking into account the business’s performance gauged by its intermediate and long-term returns on equity, growth of operating earnings, and financial soundness;

•	Periodically review senior management development and succession plans at corporate and operating subsidiary levels;

•	Select and recommend for shareholder election candidates deemed qualified for Board service;

•	Select and retain an independent registered public accounting firm for the principal purpose of expressing its opinion on the annual financial statements and internal controls over financial reporting of the Company and its subsidiaries;

•	Act as the Board of Directors of the Company’s significant insurance company subsidiaries; and

•	Monitor, review and approve the operations and major policy decisions of the Company’s insurance subsidiaries.

•	Satisfy the requirements for director independence, as set out in the Company’s Corporate Governance Guidelines, in the Listed Company Standards of the NYSE, and in the regulations of the SEC;

•	Are, or have been, senior executives of businesses or professional organizations; and

•	Have significant business, financial, accounting and/or legal backgrounds that lend themselves to the unique nature of the Company’s insurance underwriting operations in addressing market, customer, and societal needs.

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•	continue to engage with shareholders in 2020 to inform the Company of shareholders' perspectives and to better communicate the Company's long-term strategic goals.

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(a)	Independent Director as that term is defined in SEC Rules and the Listed Company Standards of the NYSE.

(b)	The Other Director classification includes all directors who are members of management, or do not currently meet the standard indicated in (a) above.

(c)	Financial Experts as that term is defined in SEC Regulation S-K.

(d)	Chairman

(e)	Vice Chairman

(f)	Mr. Craig R. Smiddy was elected a director effective October 1, 2019.

(g)	Lead Independent Director

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(1)	Mr. Titterton retired as a director effective February 29, 2020.

(2)	Mr. Van Mieghem retired as a director effective December 31, 2019.

(3)	The fees shown for Mr. Zucaro were paid in his capacity as a director and Executive Committee Chairman beginning on October 1, 2019.

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•	Vision and planning in managing the Company for the long-run

•	Strategies established and implemented to accomplish this important objective

•	Leadership qualities

•	Judgment in making decisions regarding plans and general management of the Company’s affairs

•	Commitment to achieving goals, especially when faced with adversity

•	Ability in setting objectives and promoting the best interests of the Company’s shareholders, the beneficiaries of its subsidiaries’ insurance policies, and those of other stakeholders

•	Adherence to high ethical standards that promote and protect the Company’s good name, culture and reputation

•	Annual salary;

•

Awards issued under the Key Employee Performance Recognition Plan (“KEPRP”) maintained by the Company or any one of its subsidiaries, is reported in the following Summary Compensation Table under the column captioned "Bonus". Such awards are usually comprised of both cash and deferred compensation. These awards are principally based on the factors described in the first paragraph under Compensation Philosophy and Objectives. In relatively few cases, special awards based upon individuals’ performances or extraordinary contributions in any one year or longer period of time may also be made;

•	Awards issued under the Incentive Compensation Plan (traditionally stock options); and

•	Other employment benefits such as life and health insurance programs, the ESSOP, and the BSP.

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(a)	Represents amounts for Old Republic’s holding company parent, minor corporate services subsidiaries, and a small life and accident insurance operation.

(b)	2017 Includes $41.8 of deferred income tax expense to adjust to the 21% tax rate of 2018 pertaining to operations as of December 31, 2017.

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*	Effective October 1, 2019, with the change in responsibilities of Messrs. Smiddy and Oberst, their base salaries changed. Mr. Smiddy's base annual salary was increased to $725,000 a year and Mr. Oberst's base salary was increased to $475,000.

**	Mr. Zucaro's salary ended effective September 30, 2019, but he began receiving fees as a director and chairman of the Executive Committee of $13,000 per month for a total of $39,000 in 2019. These director fees are included in the amount shown for Mr. Zucaro in the 2019 Directors' Compensation table on page 23.

(1)

The awards in this column are made pursuant to the ORI KEPRP, or the group plans for other subsidiaries. Awards attributed to any one year are based on calculations and Compensation Committee approvals made in the following year. Column (d) of the table includes the combined cash and deferred incentive compensation awards granted under the Company’s KEPRP or similar plans maintained by its subsidiaries. Effective with the performance year 2017, the first $50,000 of KEPRP awards is paid in cash. For 2016, the first $37,500 was paid in cash, and in prior years the first $25,000 of any award was paid in cash. For awards in excess of these amounts, 50% of the excess is paid in cash and 50% is deferred. The deferred amounts included in this column are usually not payable before the person retires at 55 years of age or later. The deferred amounts accrue interest for awards made after 2004. The amounts set forth for all executive officers include the amount of the present year award as well as interest accrued during the year on deferred balances from prior years’ awards. See footnote (6) with regard to a special award granted to Mr. Yeager that is included in his column (d) bonus for 2017. For 2019, Mr. Zucaro was not eligible to receive any award under the KEPRP since he was no longer an employee following his retirement on September 30, 2019. The amount shown in this column for Mr. Zucaro reflects only the accrual of interest on his deferred KEPRP balance.

(2)

The awards in this column (e) are made pursuant to the Incentive Compensation Plan. The value of options is calculated pursuant to the Black-Scholes model. The option values represent the estimated present value as of the date the options were granted. Accordingly, the option awards included under this column were granted in the years shown and reflect, among other factors previously noted, an evaluation of earnings trends and returns on equity for prior years. The significant factors and assumptions incorporated in the Black-Scholes model used to estimate the value of the options include the following:

a)	Options are issued with an exercise price equal to 100% of the per share value at the close of trading (the “Fair Market Value”) of Common Stock on the business day immediately preceding the date of grant. The “Grant Date” shall be the date the Compensation Committee grants an option and the date from which the option term shall be measured.

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b)	The term of each option is 10 years (unless such terms are otherwise shortened or forfeited due to termination of employment) and it is assumed that these executives will hold these options for an average of 8 years.

c)	Specific interest rates are used for valuing the awards. Such rates are predicated on the interest rate on U.S. Treasury securities on the date of grant with a maturity date corresponding to that of the expected option life.

d)	A stock price volatility factor is utilized in valuing the option awards. This factor is calculated using closing stock prices for the period prior to the Grant Date corresponding with the expected option life.

e)	Expected annual dividend yields ranging between 4.0% and 5.1% are used in the calculation of the awards.

(3)

Represents the aggregate change in the actuarial present value of the accumulated benefits under Old Republic’s defined benefit pension plan (“the Company’s pension plan”). Plan benefits were frozen as of December 31, 2013. The year-over-year change in the present value of accumulated benefits resulted in negative amounts in 2015 for Messrs. Mueller and Yeager ($11,927 and $90,632, respectively) because of changes in the underlying actuarial assumptions. SEC rules require that these negative changes be treated as zeros. For Mr. Zucaro, there was a negative impact of $16,376 for the Company’s pension plan and a positive impact of $432,642 for the Old Republic International Corporation Executives Excess Benefit Plan (“the Excess Benefit Plan”) for a combined net positive impact of $416,266 for 2015. For 2016, the year-over- year change in the present value of accumulated benefits for Mr. Zucaro, had a negative impact of $55,211 for the Company’s pension plan and a positive impact of $361,258 for the Excess Benefit Plan for a combined net positive impact of $306,047. For 2017, the year-over-year change in the present value of accumulated benefits for Mr. Zucaro had a negative impact of $205,520 for the Company’s pension plan and a positive impact of $851,063 for the Excess Benefit Plan for a combined net positive impact of $645,543. For 2018, the year-over-year change in the present value of accumulated benefits resulted in negative amounts for Messrs. Mueller and Yeager of $23,264 and $117,997, respectively, because of changes in the underlying actuarial assumptions. For Mr. Zucaro, there was a negative impact of $228,233 for the Company’s pension plan and a positive impact of $1,076,134 for the Excess Benefit Plan for a combined net positive impact of $1,304.367 for 2018. For 2019, the year-over-year change in the present value of accumulated benefits resulted in $69,900, $107,645, and $78,739 for Messrs. Mueller, Oberst, and Yeager, respectively. For Mr. Zucaro, there was a negative impact of $72,711 for the Company's pension plan and a positive impact of $1,630,257 for the Excess Benefit Plan for a combined net positive impact of $1,557,547 for 2019.

(4)	The Company does not have any non-qualified deferred compensation plans that credit above market or preferential earnings to participants.

(5)

Includes all minor amounts covering: (a) the Company’s matching contribution to the executive officers’ ESSOP accounts, (b) the Company’s contribution to the executive officer’s Baseline Security Plan (“BSP”) accounts, (c) the value of the Company’s group term life insurance plan treated as income, (d) the value of the personal use of any vehicle supplied for Company business, and (e) the personal value of meals and club dues incurred for Company business.

(6)

Mr. Yeager’s bonus for 2017 consisted of an award of $649,219 (inclusive of accrued interest on prior years’ deferred balance) under the KEPRP of the Title insurance segment, and an additional award of $1,444,758 (consisting of a cash award of $1,066,721 and an equity award with a value of $378,037) resulting from satisfaction in 2017 of pre-set, five-year underwriting/service income performance objectives of the Title insurance segment under the Incentive Compensation Plan.

(7)	Includes $10,935 in housing expenses covered by the Company in connection with Mr. Oberst's accommodations in Chicago.

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•	Are reasonably competitive in the context of prevailing salary scales in the insurance industry, and

•	Provide a fixed, reasonable source of annual income in context of individual work responsibilities.

•	Business size and complexity of operations with which the person is associated;

•	The person’s level of responsibility and experience;

•	The success of the business unit with which the person is principally engaged; and

•	The evaluation of the manager’s contribution to the business unit’s success.

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(1)	The amounts in this column are the portion of current year KEPRP awards that are mandatorily deferred pursuant to the terms of that plan.

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•	An alignment of shareholder and employee interests

•	Employee efforts to grow shareholder value

•	A long-term commitment to the Company by employee-shareowners

•	The achievements of the individual

•	The overall performance of the Company

•	The performance of the subsidiary or division to which the individual is attached

•	The past and anticipated contributions of the individual to the Company’s success

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(1)	During 2019, Mr. Mueller exercised options granted to him in 2010 and 2011, as such, the value realized that is shown above had accrued over the years since these options were granted.

(2)	During 2019, Mr. Oberst exercised an option grated to him in 2011, as such, the value realized that is shown above had accrued over the years since that option was granted.

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(1)

The present value of accumulated benefits payable following assumed retirement is calculated using interest and mortality assumptions consistent with those used for financial reporting purposes with respect to the companies’ audited financial statements. No discount is assumed for separation prior to retirement due to death, disability or termination of employment. The amount shown is based upon accrued service through year end 2013 when Plan benefits were frozen.

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