Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On January 15, 2020, Stewart Information Services Corporation (the "Company") issued a press release announcing the departure of Matthew W. Morris, its president.

Mr. Morris and the Company entered into a Voluntary Separation Agreement and Release dated January 15, 2020 (the "Separation Agreement") consistent with the terms of his Amended and Restated Employment Agreement entered into as of January 1, 2016. The Separation Agreement provides for customary mutual general release of claims, as well as certain confidentiality, non-disclosure, non-solicitation and non-disparagement obligations. Subsequent to standard applicable revocation periods, the Company will pay Mr. Morris (i) a severance payment of $1,230,000.00 less applicable payroll taxes, (ii) a payment equal to $1,230,000.00 reflecting an amount two times Mr. Morris' target payment amount for fiscal year 2020 under the Company's Short Term Incentive Plan (the "STI Plan") and (iii) an amount equal to Mr. Morris' calculated 2019 STI payment to be determined no later than on or around March 15, 2020. The Separation Agreement also provides (i) that all unvested grants issued pursuant to the Company's Long Term Incentive Plan will be subject to special pro-rata vesting and (ii) that the Company will continue medical coverage under Mr. Morris' currently elected medical coverage plan in accordance with the continuation requirements of COBRA for a period of time not to exceed 12 months.

In connection with his departure, the Company also entered into a Professional Services Agreement (the "Consulting Agreement") that will be effective immediately. Mr. Morris will assist the Company with various transition and consulting services on a part-time basis, for which he will earn a monthly fee of $25,000. The Consulting Agreement is terminable by either party upon 15-day written notice.

Item 9.01 Financial Statements and Exhibits.






Exhibit    Description

  99.1       Press release issued by the Company on January 15, 2020.

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