Stewart announces agreement with Starboard on board composition
Stewart announced that it has entered into an agreement with Starboard Value regarding the composition of the Stewart Board of Directors. Stewart CEO Matthew Morris and a new independent director, Clifford Press, will be appointed to the Board, effective immediately. Morris and Press will replace Malcolm Morris and Stewart Morris, Jr., who have agreed to resign after each serving on the Board for 16 years. In addition, the Board has committed to appoint two other new independent directors and is hiring a nationally recognized director search firm to assist in the process. The two new independent directors will replace Laurie Moore-Moore and Frank Keating, two current members of the Board, who have agreed to step down once the new independent directors have been identified and appointed to the Board. With the addition of Morris and Press, and the two new independent Board members to be named, the Stewart Board will be comprised of nine directors, eight of whom will be independent. Pursuant to the agreement, Starboard has also agreed to certain customary standstill and voting provisions through the earlier of fifteen business days prior to the nomination deadline for the Company's 2018 Annual Meeting of Shareholders and one-hundred thirty days prior to the first anniversary of the Company's 2017 Annual Meeting of Shareholders. Stewart also announced that it has entered into a separate agreement with Foundation Asset Management, pursuant to which Foundation has agreed, among other things, to abandon its consent solicitation seeking to call a special meeting of Stewart's shareholders. Foundation has also agreed to certain customary standstill and voting provisions through ten business days prior to the nomination deadline for the 2018 Annual Meeting of Shareholders.