UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  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 18, 2022

INVESTORS TITLE COMPANY
(Exact Name of Registrant as Specified in Charter)

   North Carolina  
    0-11774   
   56-1110199 
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
of Incorporation)
    

121 North Columbia Street, Chapel Hill, North Carolina                                               27514     
                (Address of Principal Executive Offices)                                                    (Zip Code)

 Registrant's telephone number, including area code:  (919) 968-2200


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:

 ☐  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 240.14d-2(b))

 ☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, no par value
 
ITIC
 
The Nasdaq Stock Market LLC
Rights to Purchase Series A Junior Participating Preferred Stock
 
 
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Item 5.07.          Submission of Matters to a Vote of Security Holders.

On May 18, 2022, Investors Title Company held its Annual Meeting of Shareholders.  The results of the meeting were as follows:

1.  Election of Directors.  Our shareholders elected the following directors for three-year terms or until their successors are elected and qualified:

 
 
FOR
 
WITHHELD
BROKER
NON-VOTES
J. Allen Fine
1,198,737
170,744
237,101
David L. Francis
959,750
409,731
237,101
James H. Speed, Jr.
958,220
411,261
237,101

2.  Say on Pay Proposal.  Our shareholders approved the advisory resolution approving the compensation paid to our named executive officers as follows:

 
FOR
 
AGAINST
 
ABSTAIN
BROKER
NON-VOTES
1,345,517
21,231
2.733
237,101

3.  Auditor Ratification.  Our shareholders ratified the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2022 as follows:

 
FOR
 
AGAINST
 
ABSTAIN
BROKER
NON-VOTES
1,599,368
6,830
384
0

SIGNATURE

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 hereunto duly authorized.

 
INVESTORS TITLE COMPANY
 
 
 
 
 
 
Date:  May 19, 2022
By:      /s/  James A. Fine, Jr.         
 
        James A. Fine, Jr.
 
        President, Treasurer and
 
        Chief Financial Officer