Investors Title Company (ITIC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, to review company activities, current operations, and vote on key proposals.

• Proxy materials, including the 2025 Annual Report, were distributed to shareholders starting April 13, 2026.

• Shareholders can vote by Internet, phone, mail, or in person; a majority of outstanding shares constitutes a quorum.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors for three-year terms and to ratify Forvis Mazars, LLP as the independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by December 14, 2026, with specific nomination and notice procedures outlined.

Board of directors and corporate governance

• Board consists of nine members in staggered three-year terms; nominees for 2026 are Tammy F. Coley, W. Morris Fine, and Richard M. Hutson II.

• Board committees include Audit, Compensation, and Nominating, all composed of independent directors per Nasdaq standards.

• Board leadership structure combines CEO and Chairman roles, with a Lead Independent Director providing oversight.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees, with disclosure of amendments on the company website.