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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Investors Title Company | NASDAQ:ITIC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.29 | 0.69% | 187.34 | 187.15 | 190.00 | 188.00 | 187.20 | 187.20 | 1,491 | 15:28:51 |
☐ |
Preliminary Proxy Statement
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☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒ |
Definitive Proxy Statement
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☐ |
Definitive Additional Materials
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☐ |
Soliciting Material Pursuant to § 240.14a-12
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☒ |
No fee required.
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☐ |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐ |
Fee paid previously with preliminary materials.
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☐ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Cordially,
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J. Allen Fine
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Chief Executive Officer
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(1)
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To elect the three directors nominated by the Board of Directors for three-year terms or until their successors are elected and qualified;
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(2)
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To ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for 2018; and
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(3)
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To consider any other business that may properly come before the meeting.
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By Order of the Board of Directors:
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W. Morris Fine
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Secretary
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April 13, 2018
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Page
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1
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1
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1
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1
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2
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2
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2
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2
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2
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2
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3
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3
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3
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3
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3
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6
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6
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7
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9 | |
11
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11
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12
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13
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14 | |
14
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14
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15
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16
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16
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30
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31
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· |
By Internet.
You may vote by proxy via the Internet by following the instructions on the proxy card provided.
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· |
By Telephone
. You may vote using the directions on your proxy card by calling the toll-free telephone number printed on the card.
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· |
By mail.
You may vote by proxy by signing and returning the proxy card provided.
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· |
In person.
Shareholders of record and beneficial shareholders with shares held in street name may vote in person at the meeting. If you hold shares in street name, you must also obtain a legal proxy from your broker to vote in person at the meeting.
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1.
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Whether the candidate would assist in achieving a diverse mix of Board members, including a diversity of viewpoints, backgrounds, experiences or other demographics;
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2.
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The extent of the candidate’s business experience, technical expertise and specialized skills or experience;
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3.
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Whether the candidate, by virtue of particular experience relevant to the Company’s current or future business, will add specific value as a Board member; and
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4.
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Any other factors related to the ability and willingness of a candidate to serve, or an incumbent director to continue his or her service to, the Company.
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Name
(1)
|
Fees
Earned
or Paid
In Cash
($)
|
Stock
Awards
($)
(2)
|
Option
Awards
($)
(3)
|
Total
($)
|
David L. Francis
|
19,500
|
-
|
36,553
|
56,053
|
Richard M. Hutson II
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15,000
|
-
|
36,553
|
51,553
|
R. Horace Johnson
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19,500
|
-
|
36,553
|
56,053
|
H. Joe King, Jr.
|
20,000
|
-
|
36,553
|
56,553
|
James R. Morton
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15,000
|
-
|
36,553
|
51,553
|
James H. Speed, Jr
|
15,000
|
-
|
36,553
|
51,553
|
(1) |
J. Allen Fine, Chief Executive Officer and Chairman of the Board, James A. Fine, Jr., President, Chief Financial Officer and Treasurer, and W. Morris Fine, Executive Vice President and Secretary, are not included in this table as they are employees of the Company and do not receive additional compensation for their services as directors. The compensation received by Messrs. Fine, Fine, Jr. and Fine as employees of the Company is shown in the Summary Compensation Table on page 22.
|
(2) |
The Company did not grant any stock awards during fiscal 2017. There were no stock awards outstanding at December 31, 2017 held by the directors.
|
(3) |
The amounts shown in this column indicate the grant date fair value of SARs computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. For additional information regarding the assumptions made in calculating these amounts, see Note 7 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The aggregate number of SARs outstanding at December 31, 2017 held by directors was as follows:
|
Name
|
Outstanding
SARs at Fiscal
Year End
|
David L. Francis
|
4,000
|
Richard M. Hutson II
|
4,500
|
R. Horace Johnson
|
4,000
|
H. Joe King, Jr.
|
4,000
|
James R. Morton
|
4,000
|
James H. Speed, Jr.
|
4,500
|
Name
|
Outstanding
Option
Awards at
Fiscal Year
End
|
David L. Francis
|
0
|
Richard M. Hutson II
|
0
|
R. Horace Johnson
|
0
|
H. Joe King, Jr.
|
0
|
James R. Morton
|
0
|
James H. Speed, Jr.
|
0
|
Name and Address of
Beneficial Owner
|
Amount and Nature
of Beneficial Ownership
|
Percent
of Class
(1)
|
||||||
Markel Corporation
|
213,300
|
(2)
|
11.31
|
%
|
||||
4521 Highwoods Parkway, Glen Allen, Virginia 23060
|
||||||||
J. Allen Fine
|
196,475
|
(3)
|
10.41
|
%
|
||||
121 N. Columbia Street, Chapel Hill, North Carolina 27514
|
||||||||
James A. Fine, Jr.
|
179,478
|
(4)
|
9.51
|
%
|
||||
121 N. Columbia Street, Chapel Hill, North Carolina 27514
|
||||||||
W. Morris Fine
|
178,809
|
(5)
|
9.48
|
%
|
||||
121 N. Columbia Street, Chapel Hill, North Carolina 27514
|
||||||||
Dimensional Fund Advisors LP
|
152,458
|
(6)
|
8.08
|
%
|
||||
Building One, 6300 Bee Cave Road,
|
||||||||
Austin, Texas 78746
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||||||||
Groveland Capital LLC
|
||||||||
Groveland Master Fund Ltd.
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||||||||
Nicholas J. Swenson
|
||||||||
Seth Barkett
|
||||||||
5000 West 36
th
Street, Suite 130, Minneapolis, Minnesota 55416
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||||||||
Air T, Inc.
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||||||||
3524 Airport Road, Maiden, North Carolina, 28650
|
||||||||
GrizzlyRock Capital, LLC
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||||||||
GrizzlyRock GP, LLC
|
||||||||
GrizzlyRock Value Partners, LP
|
||||||||
Kyle Mowery
|
||||||||
191 N. Wacker Drive, Suite 1500, Chicago, Illinois, 60606
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||||||||
Vivaldi Asset Management, LLC
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||||||||
Vivaldi Holdings, LLC
|
||||||||
225 W. Wacker Drive, Suite 2100, Chicago, Illinois, 60606
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111,568
|
(7)
|
5.91
|
%
|
||||
BlackRock, Inc.
|
104,323
|
(8)
|
5.53
|
%
|
(1)
|
The percentages are calculated based on 1,886,630
shares outstanding as of April 2, 2018, which excludes 291,676 shares held by a wholly-owned subsidiary of the Company. The shares held by the subsidiary are not entitled to vote at the Annual Meeting of Shareholders.
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(2)
|
The information included in the above table is based solely on Amendment No. 10 to Schedule 13G filed with the SEC on February 10, 2017.
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(3)
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This includes 151,099 shares held by a limited liability company of which J. Allen Fine is the manager and possesses sole voting and investment power with respect to such shares.
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(4)
|
This includes 95,000
shares held by a limited partnership of which James A. Fine, Jr. is a general partner and shares joint voting and investment power over such shares with W. Morris Fine. Such shares are also reflected in W. Morris Fine’s beneficially-owned shares. Additionally, this includes 515 shares held by Mr. Fine’s wife and 2,512 shares held by other family members.
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(5)
|
This includes 95,000 shares held by a limited partnership of which W. Morris Fine is a general partner and shares joint voting and investment power over such shares with James A. Fine, Jr. Such shares are also reflected in James A. Fine, Jr.’s beneficially-owned shares. Additionally, this includes 470 shares held by Mr. Fine’s wife and 3,582 shares held by other family members.
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(6)
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The information included in the above table is based solely on Amendment No. 8 to Schedule 13G filed by Dimensional Fund Advisors LP with the SEC on February 9, 2018. The Schedule 13G/A states as follows: “Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an advisor or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.”
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(7)
|
The information included in the above table is based solely on a Schedule 13D filed with the SEC on October 7, 2015 by Groveland Capital LLC, Groveland Master Fund Ltd. and Nicholas J. Swenson (; GrizzlyRock Capital, LLC, GrizzlyRock GP, LLC, GrizzlyRock Value Partners, LP and Kyle Mowery; and Vivaldi Asset Management, LLC, Vivaldi Holdings, LLC, Air T, Inc. and Seth Barkett.
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(8)
|
The information included in the above table is based solely on the Schedule 13G filed by BlackRock, Inc. with the SEC on February 1, 2018. The reporting person has sole voting power over 103,199 shares and sole dispositive over 104,323 shares.
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Name of
Beneficial Owner
|
Amount and Nature
of Beneficial Ownership
|
Percent
of Class
(1)
|
||||||
J. Allen Fine
|
196,475
|
(2)
|
10.41
|
%
|
||||
James A. Fine, Jr.
|
179,478
|
(3)
|
9.51
|
%
|
||||
W. Morris Fine
|
178,809
|
(4)
|
9.48
|
%
|
||||
H. Joe King, Jr.
|
25,195
|
(5)
|
1.34
|
%
|
||||
James R. Morton
|
16,543
|
(6)
|
*
|
|||||
David L. Francis
|
9,608
|
(7)
|
*
|
|||||
R. Horace Johnson
|
7,063
|
(8)
|
*
|
|||||
Richard M. Hutson II
|
6,445
|
(9)
|
* | |||||
James H. Speed, Jr.
|
4,769
|
(10)
|
*
|
|||||
All Directors, Nominees for Director, and Executive Officers as a Group (9 persons)
|
624,385
|
(11)
|
33.10
|
%
|
(1)
|
The percentages are calculated based on 1,886,630 shares outstanding as of April 2, 2018, which excludes 291,676 outstanding shares held by a subsidiary of the Company. The shares held by the subsidiary are not entitled to vote at the Annual Meeting.
|
(2)
|
This includes 151,099 shares held by a limited liability company of which J. Allen Fine is the manager and possesses sole voting and investment power with respect to such shares.
|
(3)
|
This includes 95,000 shares held by a limited partnership of which James A. Fine, Jr. is a general partner and shares joint voting and investment power over such shares with W. Morris Fine. Such shares are also reflected in W. Morris Fine’s beneficially-owned shares. Additionally, this includes 515 shares held by Mr. Fine’s wife and 2,512 shares held by other family members.
|
(4)
|
This includes 95,000 shares held by a limited partnership of which W. Morris Fine is a general partner and shares joint voting and investment power over such shares with James A. Fine, Jr. Such shares are also reflected in James A. Fine, Jr.’s beneficially-owned shares. Additionally, this includes 470 shares held by Mr. Fine’s wife and 3,582 shares held by other family members.
|
(5)
|
This total includes 4,000 shares of Common Stock that Mr. King has the right to purchase under SARs that are presently exercisable or are exercisable within 60 days of April 2, 2018.
|
(6)
|
This total includes 4,000 shares of Common Stock that Mr. Morton has the right to purchase under SARs that are presently exercisable or are exercisable within 60 days of April 2, 2018.
|
(7)
|
This total includes 4,000 shares of Common Stock that Mr. Francis has the right to purchase under SARs that are presently exercisable or are exercisable within 60 days of April 2, 2018.
|
(8)
|
This total includes 4,000 shares of Common Stock that Mr. Johnson has the right to purchase under SARs that are presently exercisable or are exercisable within 60 days of April 2, 2018.
|
(9)
|
This total includes 4,000 shares of Common Stock that Mr. Hutson has the right to purchase under SARs that are presently exercisable or exercisable within 60 days of April 2, 2018.
|
(10)
|
This total includes 4,000 shares of Common Stock that Mr. Speed has the right to purchase under SARs that are presently exercisable or exercisable within 60 days of April 2, 2018.
|
(11)
|
For purposes of calculating this total, the 95,000 shares of Common Stock owned jointly by James A. Fine, Jr. and W. Morris Fine are only counted once. This total includes 24,000 shares of Common Stock that all directors, nominees for director and executive officers as a group have the right to purchase under SARs that are presently exercisable or are exercisable within 60 days of April 2, 2018.
|
Name
|
Age
|
Served as
Director
Since
|
Term
to
Expire
|
|||||||||
James A. Fine, Jr.
|
56
|
1997
|
2018
|
|||||||||
H. Joe King, Jr.
|
85
|
1983
|
2018
|
|||||||||
James R. Morton
|
80
|
1985
|
2018
|
Name
|
Age
|
Served as
Director
Since
|
Term
to
Expire
|
|||||||||
J. Allen Fine
|
83
|
1973
|
2019
|
|||||||||
David L. Francis
|
85
|
1982
|
2019
|
|||||||||
James H. Speed, Jr.
|
64
|
2010
|
2019
|
|||||||||
W. Morris Fine
|
51
|
1999
|
2020
|
|||||||||
Richard M. Hutson II
|
77
|
2008
|
2020
|
|||||||||
R. Horace Johnson
|
73
|
2005
|
2020
|
2017
|
2016
|
|||||||
Audit Fees (1)
|
$
|
362,500
|
$
|
353,500
|
||||
Audit-Related Fees
|
-
|
-
|
||||||
Tax Fees (2)
|
102,000
|
76,500
|
||||||
All Other Fees
|
-
|
-
|
||||||
Total Fees
|
$
|
464,500
|
$
|
430,000
|
(1)
|
In 2017 and 2016, audit fees consisted of the audit of the financial statements, reviews of the quarterly financial statements, services rendered in connection with statutory and regulatory filings and services related to internal control over financial reporting.
|
(2)
|
Tax fees consisted primarily of tax compliance services.
|
· |
the philosophy and objectives of the compensation program, including the results and behaviors the program is designed to reward;
|
· |
the process used to determine executive compensation;
|
· |
the role of shareholder say-on-pay votes;
|
· |
each element of compensation (see “
Elements of Executive Compensation
” section below);
|
· |
the reasons why the Committee chooses to pay each element;
|
· |
how the Committee determines the amount of each element; and
|
· |
how each element and the Committee’s decisions regarding that element fit into the Committee’s stated objectives and affect the Committee’s decisions regarding other elements.
|
· |
aligning executives’ interests with those of shareholders;
|
· |
promoting and rewarding the fulfillment of annual and long-term objectives;
|
· |
promoting and rewarding long-term commitment;
|
· |
maintaining internal compensation equity; and
|
· |
competing for talent in order to retain executives with the skills and attributes the Company needs.
|
· |
base salaries;
|
· |
annual incentive bonuses;
|
· |
long-term equity incentive awards;
|
· |
a nonqualified supplemental retirement benefit plan;
|
· |
a nonqualified deferred compensation plan;
|
· |
benefits under employment agreements;
|
· |
potential payments and benefits upon change of control; and
|
· |
benefits and perquisites.
|
· |
the responsibilities and critical leadership role of the executives;
|
· |
the experience and individual performance of the executives, and their contribution to the Company’s strategic initiatives;
|
· |
the Company’s financial performance, judged in light of external market factors;
|
· |
the Company’s stock price performance, in absolute terms and relative to its peers and the market as a whole;
|
· |
the Compensation Committee’s evaluation of market demand for executives with similar capability and experience;
|
· |
the Compensation Committee’s desire to strike an appropriate balance between the fixed elements of compensation and the variable performance-based elements; and
|
· |
obligations under employment agreements.
|
· |
it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of the Company’s executive officers notwithstanding the possibility, threat or occurrence of a change in control; and
|
· |
it is imperative to diminish the inevitable distraction to such executive officers by virtue of the personal uncertainties and risks created by a pending of threatened change in control.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
(1)
|
All Other
Compensation
($)
(2)
|
Total
($)
|
J. Allen Fine
Chief Executive Officer and Chairman of the Board
|
2017
2016
2015
|
405,250
367,166
353,250
|
755,400
(3)
750,000
450,000
|
60,095
44,135
38,085
|
1,220,745
1,161,301
841,335
|
James A. Fine, Jr.
President, Chief Financial Officer and Treasurer
|
2017
2016
2015
|
343,933
311,600
299,667
|
753,600
(3)
750,000
450,000
|
57,610
44,134
40,365
|
1,155,143
1,105,734
790,032
|
W. Morris Fine
Executive Vice President & Secretary
|
2017
2016
2015
|
343,933
311,600
299,667
|
753,000
(3)
750,000
450,000
|
60,489
45,657
46,044
|
1,157,422
1,107,257
795,711
|
(1)
|
Reflects cash bonuses earned in the applicable year.
|
(2)
|
Amounts set forth as "All Other Compensation" for fiscal 2017 consists of the following:
|
Name
|
401(k)
Contributions ($)
|
Supplemental
Retirement
Cash Payment ($)
|
Life and
Health
Insurance ($)
|
Personal
Use of
Company
Vehicle
($)
|
Total ($)
|
J. Allen Fine
|
10,800
|
36,320
|
6,398
|
6,577
|
60,095
|
James A. Fine, Jr.
|
10,800
|
33,778
|
10,179
|
2,853
|
57,610
|
W. Morris Fine
|
10,800
|
33,778
|
10,179
|
5,732
|
60,489
|
(3)
|
Amounts include a length-of-service award as follows:
|
Name
|
Service Award
($)
|
J. Allen Fine
|
5,400
|
James A. Fine, Jr.
|
3,600
|
W. Morris Fine
|
3,000
|
Name
|
Executive
Contributions
in Last FY ($)
|
Employer
Contributions
in Last FY ($)
|
Aggregate
Earnings
in Last FY ($)
|
Aggregate
Withdrawals/
Distributions
in Last FY ($)
|
Aggregate
Balance
at Last
FYE ($)
|
J. Allen Fine
(Deferred Compensation Plan)
|
0
|
0
|
0
|
0
|
0
|
J. Allen Fine
(Supplemental Retirement Plan)
|
0
|
0
|
0
|
0
|
0
|
James A. Fine, Jr.
(Deferred Compensation Plan)
|
0
|
0
|
0
|
0
|
0
|
James A. Fine, Jr.
(Supplemental Retirement Plan)
|
0
|
0
|
0
|
0
|
0
|
W. Morris Fine
(Deferred Compensation Plan)
|
0
|
0
|
0
|
0
|
0
|
W. Morris Fine
(Supplemental Retirement Plan)
|
0
|
0
|
0
|
0
|
0
|
· |
except in the case of death, a lump sum payment of three times his then-current salary, but in no event less than $910,000;
|
· |
except in the case of death, a lump sum payment of three times the average of the bonus compensation paid to him in the three prior fiscal years, but in no event less than $1,055,000;
|
· |
accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan;
|
· |
accelerated vesting in full of all stock options held by him;
|
· |
continued participation in the Company's health insurance plans by him and his wife at no expense until his death or, if later, his wife's death; and
|
· |
continued participation in the Company's health insurance plans by his dependent children at no expense until any such children are no longer dependent.
|
· |
a lump sum payment of five times his then-current salary, but in no event less than $1,516,800;
|
· |
a lump sum payment of five times the average of the bonus compensation paid to him in the three prior fiscal years, but in no event less than $1,758,335;
|
· |
accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan;
|
· |
accelerated vesting in full of all stock options held by him; and
|
· |
continued health insurance coverage as described above.
|
· |
a lump sum payment equal to 2.99 times his then-current base salary, but in no event less than $907,046;
|
· |
a lump sum payment equal to 2.99 times the average bonus compensation paid to him during the preceding three fiscal years, but in no event less than $1,051,484;
|
· |
accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan;
|
· |
accelerated vesting in full of all stock options held by him; and
|
· |
continued health insurance coverage as described above.
|
· |
an amount equal to that amount he would have received as salary had he remained an employee until the later of the date of his termination and the date that was 30 days after notice of his termination; and
|
· |
accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan.
|
· |
the executive's conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude;
|
· |
the commission by the executive of a fraud against the Company for which he is convicted;
|
· |
gross negligence or willful misconduct by the executive with respect to the Company which causes material detriment to the Company;
|
· |
the falsification or manipulation of any records of the Company;
|
· |
repudiation of the agreement by the executive or the executive's abandonment of employment with the Company;
|
· |
breach by the executive of his confidentiality, non-competition or non-solicitation obligations under the agreement; or
|
· |
failure or refusal of the executive to perform his duties with the Company or to implement or to follow the policies or directions of the Board of Directors within 30 days after a written demand for performance is delivered to the executive that specifically identifies the manner in which the Board of Directors believes that the executive has not performed his duties or failed to implement or follow the policies or directions of the Board of Directors.
|
· |
any person or group acting in concert, other than the executive or his affiliates or immediate family members, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's outstanding shares entitled to vote for the election of directors;
|
· |
the directors serving at the time the agreement was entered into or any successor to any such director (and any additional director) who after such time (i) was nominated or selected by a majority of the directors serving at the time of his or her nomination or selection and (ii) who is not an "affiliate" or "associate" (as defined in Regulation 12B under the Exchange Act) of any person who is the beneficial owner, directly or indirectly, of securities representing 50% or more of the combined voting power of the Company's outstanding shares entitled to vote for the election of directors, cease for any reason to constitute at least a majority of the Company's Board of Directors;
|
· |
a sale of more than 50% of the Company's assets (measured in terms of monetary value) is consummated; or
|
· |
any merger, consolidation or like business combination or reorganization of the Company is consummated that results in the occurrence of any event described above.
|
· |
Messrs. Fine, Jr. and Fine are eligible to receive retirement benefits under their agreements after age 50, rather than age 70;
|
· |
the minimum lump sum salary payment upon termination for disability or retirement shall be no less than $766,680 for each;
|
· |
the minimum lump sum bonus compensation payment upon termination for disability or retirement shall be no less than $1,030,000 for James A. Fine, Jr. and no less than $1,015,000 for W. Morris Fine;
|
· |
the minimum lump sum salary payment for termination without cause or by employee for "good reason" shall be no less than $1,277,800 for each;
|
· |
the minimum lump sum bonus compensation payment for termination without cause or by employee for "good reason" shall be no less than $1,716,665 for James A. Fine, Jr. and no less than $1,691,665 for W. Morris Fine;
|
· |
if James A. Fine, Jr. leaves the Company due to a "change in control," he will receive a lump sum salary payment in an amount no less than $764,124 and a lump sum bonus payment in an amount no less than $1,026,565;
|
· |
if W. Morris Fine leaves the Company due to a "change in control," he will receive a lump sum salary payment in an amount no less than $764,124 and a lump sum bonus payment in an amount no less than $1,011,615; and
|
· |
following termination of employment by the Company other than for "cause" or by the executive due to a material breach by the Company of the agreement (i.e., "good reason") or because of a "change in control," they are entitled to cause the Company to transfer to them any life insurance policies owned by the Company on their lives.
|
· |
reduced by the following amounts:
|
(a)
|
three times the then-current base salary but in no event less than $766,680 for each executive;
|
(b)
|
three times the average bonus compensation during the preceding three fiscal years but in no event less than $1,030,000 for James A. Fine, Jr. and no less than $1,015,000 for W. Morris Fine;
|
(c)
|
the cost of continued participation in the Company's health insurance plans by the executive's wife until her death; and
|
(d)
|
the cost of continued participation in the Company's health insurance plans by the executive's dependent children until any such children are no longer dependent; and
|
· |
increased by the amounts accrued on the Company's books as of the date of death for the payments described in items (a) through (d) above.
|
· |
The executive's compliance with certain covenants with respect to confidential information;
|
· |
The executive's compliance with a two year non-competition covenant; and
|
· |
The executive's compliance with a two year non-solicitation covenant.
|
Executive Benefits and
Payments Upon
Termination
|
Voluntary
Termination
($)
|
Termination
Due to Change
in Control
($)
|
Death
($)
|
For Cause
Termination
($)
|
Involuntary or
Good Reason
Termination
($)
|
Termination for
Retirement
(1)
or Disability
($)
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Base Salary
|
-
|
1,233,076
|
(4)
|
1,237,200
|
(5)
|
34,367
|
(6)
|
2,062,000
|
(7)
|
1,237,200
|
(5)
|
|||||||||||||
Bonus
|
-
|
1,495,000
|
(8)
|
1,500,000
|
(9)
|
-
|
2,500,000
|
(10)
|
1,500,000
|
(9)
|
||||||||||||||
Supplemental Retirement Plan
(111)
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Supplemental Retirement Benefit
(12)
|
36,320
|
36,320
|
36,320
|
36,320
|
36,320
|
36,320
|
||||||||||||||||||
Benefits and Perquisites:
|
||||||||||||||||||||||||
Health Plan
(13)
|
-
|
100,831
|
100,831
|
-
|
100,831
|
100,831
|
||||||||||||||||||
Total – J. Allen Fine
|
36,320
|
2,865,227
|
2,874,351
|
70,687
|
4,699,151
|
2,874,351
|
Executive Benefits and
Payments Upon
Termination
|
Voluntary
Termination
($)
|
Termination
Due to Change
in Control
($)
|
Death
($)
|
For Cause
Termination
($)
|
Involuntary or
Good Reason
Termination
($)
|
Termination for
Retirement
(2)
or Disability
($)
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Base Salary
|
-
|
1,046,500
|
(4)
|
1,050,000
|
(5)
|
29,167
|
(6)
|
1,750,000
|
(7)
|
1,050,000
|
(5)
|
|||||||||||||
Bonus
|
-
|
1,544,833
|
(8)
|
1,550,000
|
(9)
|
-
|
2,583,333
|
(10)
|
1,550,000
|
(9)
|
||||||||||||||
Supplemental Retirement Plan
(11)
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Supplemental Retirement Benefit
(12)
|
33,778
|
33,778
|
33,778
|
33,778
|
33,778
|
33,778
|
||||||||||||||||||
Benefits and Perquisites:
|
||||||||||||||||||||||||
Health Plan
(13)
|
-
|
384,087
|
384,087
|
-
|
384,087
|
384,087
|
||||||||||||||||||
Death Benefit Plan Agreement
(14)
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Life Insurance
(15)
|
-
|
337,968
|
337,968
|
-
|
337,968
|
337,968
|
||||||||||||||||||
Total - James A. Fine, Jr.
|
33,778
|
3,347,166
|
3,355,833
|
62,945
|
5,089,166
|
3,355,833
|
Executive Benefits and
Payments Upon Termination
|
Voluntary
Termination
($)
|
Termination
Due to Change
in Control
($)
|
Death
($)
|
For Cause
Termination
($)
|
Involuntary
or Good
Reason
Termination
($)
|
Termination
for Retirement
(3)
or Disability
($)
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Base Salary
|
-
|
1,046,500
|
(4)
|
1,050,000
|
(5)
|
29,167
|
(6)
|
1,750,000
|
(7)
|
1,050,000
|
(5)
|
|||||||||||||
Bonus
|
-
|
1,544,833
|
(8)
|
1,550,000
|
(9)
|
-
|
2,583,333
|
(10)
|
1,550,000
|
(9)
|
||||||||||||||
Supplemental Retirement Plan
(11)
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Supplemental Retirement Benefit
(12)
|
33,778
|
33,778
|
33,778
|
33,778
|
33,778
|
33,778
|
||||||||||||||||||
Benefits and Perquisites:
|
||||||||||||||||||||||||
Health Plan
(13)
|
-
|
410,809
|
410,809
|
-
|
410,809
|
410,809
|
||||||||||||||||||
Death Benefit Plan Agreement
(14)
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Life Insurance
(15)
|
-
|
217,226
|
217,226
|
-
|
217,226
|
217,226
|
||||||||||||||||||
Total – W. Morris Fine
|
33,778
|
3,253,146
|
3,261,813
|
62,945
|
4,995,146
|
3,261,813
|
(1)
|
J. Allen Fine became eligible to retire on May 2, 2004.
|
(2)
|
James A. Fine, Jr. became eligible to retire on April 19, 2012.
|
(3)
|
W. Morris Fine became eligible to retire on July 30, 2016.
|
(4)
|
Represents lump sum severance payment equal to 2.99 times base salary, but in no event less than $907,046 for J. Allen Fine, $764,124 for James A. Fine, Jr. and $764,124 for W. Morris Fine.
|
(5)
|
Represents lump sum severance payment under the Death Benefit Plan Agreement equal to three times base salary, but in no event less than $910,000 for J. Allen Fine, $766,680 for James A. Fine, Jr. and $766,680 for W. Morris Fine.
|
(6)
|
Represents 30 days severance.
|
(7)
|
Represents lump sum severance payment equal to five times base salary, but in no event less than $1,516,800 for J. Allen Fine, $1,277,800 for James A. Fine, Jr. and $1,277,800 for W. Morris Fine.
|
(8)
|
Represents lump sum severance payment equal to 2.99 times average bonus for past three fiscal years, but in no event less than $1,051,484 for J. Allen Fine, $1,026,565 for James A. Fine, Jr. and $1,011,615 for W. Morris Fine.
|
(9)
|
Represents lump sum severance payment under the Death Benefit Plan Agreement equal to three times average bonus for past three fiscal years, but in no event less than $1,055,000 for J. Allen Fine, $1,030,000 for James A. Fine, Jr. and $1,015,000 for W. Morris Fine.
|
(10)
|
Represents lump sum severance payment equal to five times average bonus for past three fiscal years, but in no event less than $1,758,335 for J. Allen Fine, $1,716,665 for James A. Fine, Jr. and $1,691,665 for W. Morris Fine.
|
(11)
|
Represents accumulated benefit under the Company's Nonqualified Supplemental Retirement Benefit Plan plus contribution required to ensure minimum of 20 quarters of Company contributions.
|
(12)
|
Represents the accrued annual supplemental cash retirement benefit under the named executive officers' employment agreements.
|
(13)
|
Reflects estimated cost of providing health insurance plan coverage utilizing assumptions used for financial reporting purposes.
|
(14)
|
Represents additional estimated lump sum amount, if any, that would be payable under the officer's Death Benefit Plan Agreement.
|
(15)
|
Reflects cash surrender value of life insurance policy, transferable at the executive's request.
|
Median annual total compensation of all employees (excluding J. Allen Fine)
|
$
|
63,224
|
||
Annual total compensation of J. Allen Fine, Chief Executive Officer (the Company's PEO)
|
$
|
1,220,745
|
||
Ratio of the PEO to median employee compensation
|
19.3 to 1
|
BY ORDER OF THE BOARD OF DIRECTORS:
|
|
|
|
W. Morris Fine
|
|
Secretary
|
|
April 13, 2018
|
|
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on
05/15/2018
.
Have your proxy card in hand when you access the web site and follow the instructions
to
obtain your records and
to cr
eate an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent
to
receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery. please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11 :59 P.M.
ET
on
05/15/2018
.
Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY
11717.
|
|
||||||
|
||||||||
|
||||||||
Broadridge Corporate Issuer Solutions
C/O Investors Title Company
PO BOX 1342
Brentwood, NY 11717
|
|
|||||||
|
|
|||||||
|
|
|||||||
Investor Address Line 1
Investor Address Line 2
Investor Address Line 3
Investor Address Line 4
Investor Address Line 5
John Sample
1234 ANYWHERE STREET
ANY CITY, ON A1A 1A1
|
|
|||||||
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
☒ |
KEEP THIS PORTION FOR YOUR RECORDS
|
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
DETACH AND RETURN THIS PORTION ONLY
|
For
All
|
Withhold
All
|
For All
Except
|
|
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
|
|
|
|
||||||||
|
The Board of Directors recommends you vote FOR the following:
|
|
|
|
|
||||||||||
|
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|||||
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
1.
|
Election of Directors
|
||||||
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01
|
James A. Fine Jr
|
02
|
H. Joe King Jr
|
03
|
James R. Morton
|
The Board of Directors recommends you vote FOR proposal 2:
|
|
For
|
Against
|
Abstain
|
||
|
|
|
|
|
|
|
|
2.
|
Proposal to ratify the appointment of Dixon Hughes Goodman LLP as the Company's independent registered public accounting firm for 2018.
|
|
☐
|
☐
|
☐
|
NOTE: The proxies are authorized to vote in accordance with their best judgment on such other business as may properly come before the meeting or any adjournment or postponement thereof.
|
||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
|
Investor Address Line 1
|
|||||||
Investor Address Line 2
|
||||||||
Investor Address Line 3
|
||||||||
Investor Address Line 4
|
||||||||
Investor Address Line 5
|
||||||||
John Sample
|
||||||||
1234 ANYWHERE STREET
|
||||||||
ANY CITY, ON A1A 1A1
|
||||||||
|
|
|
|
|
|
SHARES
CUSIP #
SEQUENCE #
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
JOB #
|
Signature (Joint Owners)
|
Date
|
|
||
|
|
|
|
|
|
|
|
INVESTORS TITLE COMPANY
Annual Meeting of Shareholders
May 16
,
2018 11
:
00 AM
This proxy is solicited by the Board of Directors
|
T
he shareholder(s) sign
i
ng the
reverse
side hereby appoint(s)
J.
Allen
Fi
ne and
W.
Morris
Fine
,
or either of them, as
proxies
,
each with the power to
appoint
a substitute,
and
hereby autho
r
izes
them to
represent
and to vote,
as designated
on the
reverse
side o
f
th
i
s
ballot, all
of
the
shares of common
stock o
f I
nvestors
Ti
tle
Company
(the
"Company") that
shareholders
are entitled to
vote
at the Annual
Meeting
o
f
Shareholde
rs
of
the Company
to be held at
T
he
Siena
H
otel
located
at
1505
E
ast Franklin
Street, Chapel
H
ill, North Carolina
on Wednesday,
May
1
6, 20
1
8 at
1
1
:00
AM
,
E
DT,
and an
y
adjournment or
postponement
thereof.
This pro
xy, w
h
e
n prop
e
rl
y
e
xe
cu
te
d
,
will b
e v
oted in the mann
e
r direct
e
d h
e
r
e
in. If no
s
uch d
i
rection i
s
m
a
d
e,
thi
s
pro
x
y
w
ill b
e v
ot
e
d in
acc
ordan
ce w
ith th
e
Bo
a
rd of Dir
e
ctors' recomm
e
ndations
.
Th
e p
ro
x
y holders ar
e a
lso
a
uthor
i
zed to vote upon
a
ll ot
he
r matters
a
s may prop
e
rly com
e
before the meeting
,
or any
a
djournm
e
nt or
po
s
tpon
e
me
n
t thereof
,
utilizing their b
e
st judgment a
s
descr
i
b
ed
in th
e
pro
x
y stat
e
m
e
nt.
Continu
e
d and
t
o be signed on reverse side
|
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