Edgar Filing: STEWART INFORMATION SERVICES CORP

Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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¨	Definitive Proxy Statement

þ	Definitive Additional Materials

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Stewart Information Services Corporation
(Name of registrant as specified in its charter)


(Name of person(s) filing proxy statement, if other than the registrant)

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EXPLANATORY NOTE: On March 28, 2013, Stewart Information Services Corporation (the “Company”) mailed the definitive proxy statement for its 2013 Annual Meeting of Stockholders to be held on May 3, 2013 to its stockholders. On page 36 of such proxy statement, certain column headings were inadvertently omitted from the table detailing termination and change in control benefits for Mr. Steven M. Lessack. The benefits amounts disclosed are correct but, to provide a more easily readable table, the Company is hereby filing the section of its proxy statement titled “Potential Payments upon Termination or Change of Control” with a reformatted version of the table with appropriate column headings. No other changes have been made to the proxy statement.

Potential Payments upon Termination or Change in Control

Each of the NEOs (or their beneficiaries) would be entitled to certain payments upon termination of employment. In the case of death, these would include the following “Accrued Amounts”:

•

Any portion of the NEO’s accrued but unpaid base salary and accrued but unused vacation time that shall have been earned prior to the termination but not yet paid;

•

Any short term incentive and long term incentive payments for the prior fiscal year that shall have been earned prior to the termination and not yet paid;

•

Any employee benefits (401(k) Plan) that have vested as of the date of termination as a result of participation in any of the Company’s benefit plans; and

•

Any expenses with respect to which they are entitled to reimbursement.

In the case of retirement, or involuntary termination without “Cause” or “Good Reason(1),” in exchange for a general release of claims, the NEO is generally entitled to:

•

Accrued Amounts;

•

Twelve to twenty four months of base salary (2x Base for CEO; 1x Base for all other NEOs);

•

An extension of medical benefits at the employee rate for up to 12 months;

•

All unvested long-term incentive compensation that becomes fully vested and unrestricted as a result of this type of Termination; and

•

Outplacement services not to exceed $10,000.

If terminated upon disability, the executive would be limited solely to the payment of the Accrued Amounts, and all unvested long-term incentive compensation would become fully vested and unrestricted.

(1)	“Good Reason” includes, among other things (as affected by the terms and conditions of the employment agreement), the NEO’s voluntary termination of his employment agreement in the event of a breach of his employment agreement by the Company.

The following table estimates the amount that would have been payable to each Named Executive Officer upon termination of employment under each of the identified circumstances as of December 31, 2012:


Matthew W. Morris	Retirement ($)		Involuntary Termination Without Cause or Termination for Good Reason ($)		For Cause Termination ($)	Termination in Connection with a Change in Control ($)		Change in Control ($)		Disability ($)		Death ($)
Cash Severance		800,000		800,000			800,000
Nonequity Incentive Compensation
Accelerated Vesting of Cash-Based Performance Units		120,000		120,000			240,000		240,000		120,000		120,000
Accelerated Vesting of Performance Based Restricted Stock		53,333		53,000			160,000		160,000		53,333		53,333
Continuation of Insurance Benefits		23,621		23,621			23,621
Excise Tax Gross-Up
Outplacement				10,000			10,000
Total		996,955		1,006,955			1,233,621		400,000		196,955		173,333



J. Allen Berryman	Retirement ($)		Involuntary Termination Without Cause or Termination for Good Reason ($)		For Cause Termination ($)	Termination in Connection with a Change in Control ($)		Change in Control ($)		Disability ($)		Death ($)
Cash Severance		310,000		310,000			310,000
Nonequity Incentive Compensation
Accelerated Vesting of Cash-Based Performance Units		93,000		93,000			186,000		186,000		93,000		93,000
Accelerated Vesting of Performance Based Restricted Stock		41,333		41,333			124,000		124,000		41,333		41,333
Continuation of Insurance Benefits		25,824		25,824			25,824				25,824
Excise Tax Gross-Up
Outplacement				10,000			10,000
Total		470,157		480,157			655,824		310,000		160,157		134,333

Glenn H. Clements	Retirement ($)		Involuntary Termination Without Cause or Termination for Good Reason ($)		For Cause Termination ($)	Termination in Connection with a Change in Control ($)		Change in Control ($)		Disability ($)		Death ($)
Cash Severance		400,000		400,000			400,000
Nonequity Incentive Compensation
Accelerated Vesting of Cash-Based Performance Units		120,000		120,000			240,000		240,000		120,000		120,000
Accelerated Vesting of Performance Based Restricted Stock		53,333		53,333			160,00		160,000		53,333		53,333
Continuation of Insurance Benefits		22,142		22,142
Excise Tax Gross-Up
Outplacement				10,000			10,000
Total		595,475		605,475			832,142		400,000		195,475		173,333

Jason R. Nadeau	Retirement ($)		Involuntary Termination Without Cause or Termination for Good Reason ($)		For Cause Termination ($)	Termination in Connection with a Change in Control ($)		Change in Control ($)		Disability ($)		Death ($)
Cash Severance		350,000		350,000			350,000
Nonequity Incentive Compensation
Accelerated Vesting of Cash-Based Performance Units		105,000		105,000			210,000		210,000		105,000		105,000
Accelerated Vesting of Performance Based Restricted Stock		46,667		46,667			140,000		140,000		46,667		46,667
Continuation of Insurance Benefits		23,849		23,849			23,849				23,849
Excise Tax Gross-Up
Outplacement				10,000			10,000
Total		525,516		535,516			733,849		350,000		175,516		151,667



Steven M. Lessack	Retirement ($)		Involuntary Termination Without Cause or Termination for Good Reason ($)		For Cause Termination ($)	Termination in Connection with a Change in Control ($)		Change in Control ($)		Disability ($)		Death ($)
Cash Severance		500,000		500,000			500,000
Nonequity Incentive Compensation
Accelerated Vesting of Cash -Based Performance Units		120,000		120,000			240,000		240,000		120,000		120,000
Accelerated Vesting of Performance Based Restricted Stock		53,333		53,333			160,000		160,000		53,333		53,333
Continuation of Insurance Benefits		10,947		10,947			10,947				10,947
Excise Tax Gross-Up
Outplacement				10,000			10,000
Total		684,281		694,281			920,947		400,000		184,281		173,333