Investors Title Company (ITIC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2025, to review company activities, current operations, and vote on key proposals.

• Proxy materials, including the 2024 Annual Report, are available online and by mail; shareholders are encouraged to vote by Internet, phone, mail, or in person.

• Record date for voting is April 1, 2025, with 2,177,944 shares outstanding, of which 1,886,268 are entitled to vote.

Voting matters and shareholder proposals

• Election of three directors for three-year terms; nominees are J. Allen Fine, Joseph B. Dempster, Jr., and James H. Speed, Jr.

• Advisory vote to approve executive officer compensation (Say-on-Pay).

• Advisory vote on the frequency of Say-on-Pay votes, with the Board recommending every three years.

• Ratification of Forvis Mazars, LLP as independent registered public accounting firm for 2025.

• Shareholder proposals for the 2026 Annual Meeting must be submitted by December 12, 2025.

Board of directors and corporate governance

• Board consists of nine members in staggered three-year terms; majority are independent per Nasdaq standards.

• Standing Audit, Compensation, and Nominating Committees, all composed of independent directors.

• Board leadership includes combined Chairman/CEO role and a Lead Independent Director.

• Code of Business Conduct and Ethics applies to all employees, officers, and directors.

• Shareholders can communicate with the Board via mail or email; procedures in place for handling such communications.