UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported) May 31, 2006
OLD REPUBLIC INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 001-10607 36-2678171
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
307 North Michigan Avenue, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
(312) 346-8100
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 140.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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At the annual meeting of the shareholders of Old Republic International
Corporation (the "Company") on May 26, 2006, the shareholders approved the
Company's 2006 Incentive Compensation Plan (the "Plan"), a copy of which was
attached to the Company's Proxy Statement dated March 31, 2006. The Compensation
Committee of the Company's Board of Directors had approved the Plan on February
23, 2006, for proposal to the Company's shareholders. At its meeting on March
17, 2006, the Compensation Committee granted conditional stock option awards
under the proposed Plan, subject to the shareholders' approval of the Plan at
their annual meeting. Options on 980,500 shares of the Company's common stock
were conditionally awarded to 32 employees, including the Company's Chief
Executive Officer, its Chief Financial Officer and the four other most highly
compensated executive officers who received a total of 529,000, as stated in the
Company's Proxy Statement. With the shareholders' approval of the Plan, the
option awards became effective, with an exercise price of $21.48 per share,
which was the Company's composite transactions closing price for trading on the
New York Stock Exchange on May 25, 2006.
Item 9.01 Financial Statements and Exhibits.
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Exhibits
99.1. Old Republic International Corporation 2006 Incentive
Compensation Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OLD REPUBLIC INTERNATIONAL CORPORATION
Registrant
Date: May 31, 2006 By: /s/ Karl W. Mueller
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Karl W. Mueller
Senior Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
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Exhibits
99.1 Old Republic International Corporation 2006 Incentive Compensation Plan