Opening its proxy statement…Reading the pay tables…Finding what shareholders vote on…
ORIOld Republic International Corp
Pay and votes (proxy statement)
Before its yearly shareholder meeting, a company sends out a proxy statement, filed with the SEC as a DEF 14A. It says what shareholders will vote on, who sits on the board, and how the top managers are paid, set against how the shares did. Here are the key parts of Old Republic International's latest one. Open the full statement.
The yearly meeting
The meeting date wasn't found in the text. The statement itself gives it on its first pages.
Audit firm put forward for approval: KPMG LLP
Proxy statement filed Mar 31, 2026.
The boss's pay next to a typical employee's
The chief executive was paid about 98× what the employee in the exact middle of the company's pay scale earned (the CEO pay ratio).
Each square is one typical employee's yearly pay; together they add up to the chief executive's. The red square is one employee for scale. Ratios vary a lot between industries: a company with many part-time or overseas workers has a lower middle wage.
“Smiddy: $8,238,993 The total annual compensation of the Median Employee: $83,798 Ratio of the CEO’s compensation to the Median Employee: 98 to 1 Old Republic International Corporation 54 2026 Proxy Statement TABLE OF CONTENTS Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following table that illustrates the relationship between executive “compen”
What shareholders vote on
- 1Election of DirectorsShareholders vote on who sits on the board, the people who oversee the managers on their behalf.
- 2Ratification of the Selection of an Independent Registered Public Accounting FirmShareholders vote on who sits on the board, the people who oversee the managers on their behalf.
- 3Vote on Executive Compensation"Say on pay": shareholders give their view on how the top managers are paid. The vote is advisory, so the board doesn't have to follow it.
Titles as written in the statement. The board's recommendation is shown only where candor found it clearly stated.
Pay next to how the shares did
Since 2022, companies must show their bosses' pay next to how shareholders did. Two pay figures are given: the pay the board set for the year (from the summary pay table), and “compensation actually paid”, which re-values share awards at today's share price, so it rises and falls with the stock and can even be negative. Tap a year.
20212022202320242025
Pay set for the year Actually paid (re-valued)
20212022202320242025
Old Republic International A group of similar companies it picked
Year to Dec 31, 2025 · chief executive: Mr. Smiddy
Pay set for the chief executive: $8.2M
Actually paid, re-valued: $12.7M
Other top managers, on average: $3.4M
$100 in its shares became: $341 (similar companies: $231)
Profit (net income): $935.4M
The measure it ties pay to (underwriting income): $365.9M
Read straight from the tagged “pay versus performance” table in the proxy statement. The $100 figures assume $100 was invested at the start of the first year shown, with dividends reinvested.