SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
Park 80 West
250 Pehle Ave, Ste 708
Saddle Brook, NJ 07663
Phone: 201 556-0092
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
Stewart Information Services Corporation
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required [x].
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(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:
(5) Total fee paid:
Fee paid previously with preliminary materials [].
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 [].
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE SOLICITATION
BY THE BOARD OF DIRECTORS OF STEWART INFORMATION SERVICES CORPORATION FOR
THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2015
Bulldog Investors, LLC, is sending this proxy statement and the enclosed
[COLOR] proxy card to common stockholders of Stewart Information Services
Corporation ("Stewart") of record on March 2, 2015 (the "Record Date").
We are soliciting a proxy to vote your shares at the Annual Meeting of
Stockholders (the "Meeting"). Please refer to Stewart's proxy soliciting
material for additional information concerning the Meeting and the matters
to be considered by shareholders including the election of directors.
This proxy statement and the enclosed [COLOR] proxy card are first being
sent to shareholders on or about March [--], 2015.
INTRODUCTION
As of March 2, 2015, there were two classes of common stock issued by
Stewart: 1,050,012 Class B ("Insider") shares and 23,308,151 "Public" shares.
The holders of the Insider shares are entitled to elect four directors and
holders of the Public shares are entitled to elect five directors. We intend
to nominate three persons to be elected by the Public shareholders.
There are four matters that are expected to be voted upon at the Meeting:
(1) the election of nine Directors; (2) an advisory resolution approving the
compensation of Stewart's executive officers; (3) the ratification of KPMG LLP
as Stewart's independent auditors for 2015 and (4) an advisory stockholder
proposal relating to the conversion of the "insider" common stock into "Public"
common stock. We are soliciting a proxy to vote your shares FOR the election
of our three nominees as directors, AGAINST the advisory resolution approving
the compensation of Stewart's executive officers, FOR the ratification of KPMG
LLP as Stewart's independent auditors, and FOR the conversion of the Insider
common stock into Public common stock.
REASON FOR THE SOLICITATION
Stewart has significantly underperformed its peers with respect to a number of
key metrics. We believe Stewart has great untapped potential and that the
primary impediment to realizing that potential is the disproportionate voting
power of the Insider shares and the conflicts of interest between the owners of
those shares and the owners of the Public shares. As a result, we think Stewart
has been run more like a family business than a public company. Our goal is to
elect directors who are committed to enhancing shareholder value for the Public
shareholders by doing a thorough search to assemble a superior management team
for Stewart. If the Inside Directors block that initiative, our nominees will
seek to sell the company to an acquirer that can better achieve its earnings
potential. We believe Stewart could be sold for much more than its recent stock
price.
HOW PROXIES WILL BE VOTED
If you wish to vote FOR the election of our nominees and/or to vote on any of
the above proposals, you may do so by completing and returning a [COLOR] proxy
card to us or to our agent. Unless you direct otherwise, your shares will be
voted FOR the election of our three nominees, AGAINST the advisory resolution
regarding the compensation of Stewart's executive officers, FOR the ratification
of KPMG LLP, and FOR the conversion of the Insider common stock into Public
common stock.
In addition, you will be granting the proxy holder(s) discretionary authority
to vote on any other matters that may come before the Meeting including matters
relating to the conduct of the Meeting.
VOTING REQUIREMENTS
A quorum will exist if a majority of the holders of Public Stock and a majority
of the holders of Insider Stock, issued and outstanding of each class, and
entitled to vote, are present in person or represented by proxy. Directors shall
be elected by a plurality of the votes cast by holders of the applicable class
of shares. The other proposals will be decided by a majority of the votes of
holders of the Public and Insider stock voting together as a single class.
Abstentions are not votes cast and will have no effect on the outcome of any
proposal. We do not expect any broker non-votes because this is a contested
election.
REVOCATION OF PROXIES
You may revoke any proxy prior to its exercise by: (i) delivering a written
revocation to us; (ii) executing and delivering a later dated proxy; or
(iii) voting in person at the Meeting. Attendance at the Meeting will not in
and of itself revoke a proxy. Only your latest dated proxy will be counted.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, we intend to nominate the persons named below for election by
the Public shareholders as directors. Unless instructed otherwise, your proxy
will be voted FOR all of our nominees and FOR the following persons who are
expected to be nominated by Stewart's board of directors: Glenn C. Christenson
and Arnaud Ajdler. Please refer to Stewart's proxy soliciting material for
additional information concerning the election of directors.
Nominee No. 1
Nominee No. 2
Nominee No. 3
There are no arrangements or understandings between Bulldog Investors and any
of the above nominees in connection with the nominations.
PROPOSAL 2: ADVISORY VOTE APPROVING THE COMPENSATION OF
STEWART'S EXECUTIVE OFFICERS
Please refer to Stewart's proxy soliciting material for additional information
concerning this proposal. We believe Stewart's executive officers are
overcompensated based upon its performance relative to its peers. Therefore,
unless instructed otherwise, your proxy will be voted AGAINST this proposal.
PROPOSAL 3: RATIFICATION OF SELECTION OF AUDITORS
Please refer to Stewart's proxy soliciting material for additional information
concerning this proposal. Unless instructed otherwise, your proxy will be voted
to ratify the appointment of KPMG LLP as Stewart's independent auditors for
2015.
PROPOSAL 4: A RECOMMENDATION THAT THE BOARD OF DIRECTORS SUBMIT A PROPOSAL TO
STOCKHOLDERS TO CONVERT THE INSIDER COMMON STOCK INTO PUBLIC COMMON STOCK.
Please refer to Stewart's proxy soliciting material for additional information
concerning this proposal. Importantly, it states: "The Board recognizes that
dual class capital structures is a controversial topic, and the Board wants to
use this proposal as an opportunity for stockholders to express their views on
this subject without being influenced by any formal recommendation the Board
might make." Stewart's dual class structure creates conflicts of interest and,
in our opinion, is the primary impediment to assembling an outstanding
management team. We know of no legitimate reason to retain the dual class
capital structure. Therefore, unless instructed otherwise, your proxy will be
voted FOR this proposal. Approval of this proposal will not eliminate the dual
class structure but it will send a message to the holders of the Insider
shares that they should consider voting to eliminate it.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or employed by
us may assist us in the solicitation of proxies. Banks, brokerage houses and
other securities intermediaries will be requested to forward this proxy
statement and the enclosed [COLOR] proxy card to the beneficial owners for
whom they hold shares of record. We will reimburse these organizations for
their reasonable out-of-pocket expenses.
Initially, we and our clients will bear all of the expenses related to
this proxy solicitation. Because we believe that all shareholders will benefit
from this solicitation, we intend to seek, subject to any applicable regulatory
requirements, reimbursement of our expenses from the Fund. Shareholders will
not be asked to vote on the reimbursement of these expenses, which we estimate
will total $100,000.
PARTICIPANTS
Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663,
is the soliciting stockholder and beneficially owns ---------- shares on behalf
of clients which were purchased at various times beginning on ------------. No
shares have been sold. No "participant" has any direct or indirect arrangement
or understanding with any person with respect to any securities of Stewart or
with respect to future employment by the Stewart or any of its affiliates or
to any future transactions to which the Stewart or any of its affiliates will
or may be a party. A "participant," as defined by the SEC, includes Bulldog
Investors, the nominees designated above, and each client advised by Bulldog
Investors. The SEC's definition of a "participant" may be misleading because
it suggests that a "participant" has a more active role in a solicitation
than may be the case.
March --, 2015
PROXY CARD
Proxy Solicited in Opposition to the Board of Directors of Stewart Information
Services Corporation ("Stewart") by Bulldog Investors, LLC for the 2015 Annual
Meeting of Stockholders
The undersigned hereby appoints Phillip Goldstein, Rajeev Das, and Andrew
Dakos, and each of them, as the undersigned's proxies, with full power of
substitution, to attend the Annual Meeting of Stockholders of Stewart and any
adjourned or postponed Meeting, and to vote on all matters that come before
either meeting the number of shares that the undersigned would be entitled to
vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION BY THE PUBLIC SHAREHOLDERS OF FIVE DIRECTORS.
[ ] FOR NOMINEE NO. 1 [ ] WITHHOLD AUTHORITY
[ ] FOR NOMINEE NO. 2 [ ] WITHHOLD AUTHORITY
[ ] FOR NOMINEE NO. 3 [ ] WITHHOLD AUTHORITY
[ ] FOR GLENN C. CHRISTENSON [ ] WITHHOLD AUTHORITY
[ ] FOR ARNAUD AJDLER [ ] WITHHOLD AUTHORITY
2: ADVISORY VOTE APPROVING THE COMPENSATION OF STEWART'S EXECUTIVE OFFICERS.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3: RATIFICATION OF THE SELECTION OF KPMG LLP AS AUDITORS FOR 2015.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. AN ADVISORY PROPOSAL TO ELIMINATE STEWART'S DUAL CLASS CAPITAL STRUCTURE.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the nominees
named above, AGAINAST PROPOSAL 2 and FOR Proposals 3 and 4. The undersigned
hereby acknowledges receipt of the proxy statement dated March --, 2015 of
Bulldog Investors, LLC and revokes any proxy previously executed.
Signature(s)___________________________________ Dated: _______________