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Item 9A. Controls and Procedures

2021-03-15 compared with 2020-03-11 · 162 added, 171 removed, 182 unchanged (65% of the section changed)

13 unchanged sentences

OTHER INFORMATION

There was no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year that has not been reported.

Effective January 1, 2021, the Company’s Board of Directors approved amendments to the amended and restated death benefit plan agreement with J.

The amendments updated the beneficiaries under the death benefit plan agreement and simplified the death benefit provision to eliminate outdated thresholds that were no longer meaningful in light of increases to Mr.

Fine’s base salary and bonus compensation over the past decade.

The amendments did not result in any changes to Mr.

Fine’s compensation.

The foregoing description of the amendments to the death benefit plan agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.4 to this Annual Report on Form 10-K and incorporated herein by reference.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information called for by this item is incorporated by reference to the material under the captions “Proposals Requiring Your Vote – Proposal 1 – Election of Directors,” “Corporate Governance – Board of Directors and Committees – The Audit Committee” and “Corporate Governance – Code of Business Conduct and Ethics” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 19, 2021, to be filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A within 120 days after the year ended December 31, 2020 (the “2021 Proxy Statement”).

Other information with respect to the executive officers of the Company is included at the end of Part I of this Annual Report on Form 10-K under the separate caption “Executive Officers of the Company.”

EXECUTIVE COMPENSATION

The information called for by this item is set forth under the captions “Executive Compensation,” “Compensation of Directors,” “Compensation Committee Report” and “Corporate Governance – Compensation Committee Interlocks and Insider Participation” in the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 20, 2020 and is incorporated by reference in this Annual Report on Form 10-K.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information pertaining to securities ownership of certain beneficial owners and management is set forth under the caption “Stock Ownership of Certain Beneficial Owners and Management” in the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 20, 2020 and is incorporated by reference in this Annual Report on Form 10-K.

The information called for by this item is set forth under the captions “Executive Compensation,” “Compensation of Directors,” “Compensation Committee Report” and “Corporate Governance – Compensation Committee Interlocks and Insider Participation” in the 2021 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information pertaining to securities ownership of certain beneficial owners and management is set forth under the caption “Stock Ownership of Certain Beneficial Owners and Management” in the 2021 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.

The following table provides information about the Company’s compensation plans under which equity securities are authorized for issuance as of December 31, 2020.

5 unchanged sentences

Outstanding Options,

Warrants and Rights

Weighted Average

Warrants and Rights Weighted Average

Exercise Price of

4 unchanged sentences

Compensation Plans

Equity compensation plans approved by shareholders

Equity compensation plans approved by shareholders 36,500 (a) $ 139.16 231,500 (b)

Equity compensation plans not approved by shareholders — — —

Includes 25,500 shares issuable upon exercise of outstanding stock appreciation rights (“SARs”) under the 2009 Stock Appreciation Rights Plan (the “2009 Plan”), and 4,500 shares issuable upon exercise of SARs under the 2019 Stock Appreciation Rights Plan (the “2019 Plan”).

Includes shares remaining for future issuance under the 2019 Plan.

Total 36,500 $ 139.16 231,500

(a) Includes 18,000 shares issuable upon exercise of outstanding stock appreciation rights (“SARs”) under the 2009 Stock Appreciation Rights Plan (the “2009 Plan”), and 18,500 shares issuable upon exercise of SARs under the 2019 Stock Appreciation Rights Plan (the “2019 Plan”).

(b) Includes shares remaining for future issuance under the 2019 Plan.

The 2009 Plan expired in March 2019.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information called for by this item is set forth under the captions “Certain Relationships and Related Transactions,” “Corporate Governance – Independent Directors” and “Proposals Requiring Your Vote – Proposal 1 – Election of Directors” set forth in the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 20, 2020 and is incorporated by reference in this Annual Report on Form 10-K.

The information called for by this item is set forth under the captions “Certain Relationships and Related Transactions,” “Corporate Governance – Independent Directors” and “Proposals Requiring Your Vote – Proposal 1 – Election of Directors” set forth in the Company’s 2021 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information pertaining to principal accountant fees and services is set forth under the caption “Proposals Requiring Your Vote – Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 20, 2020 and is incorporated by reference in this Annual Report on Form 10-K.

The information pertaining to principal accountant fees and services is set forth under the caption “Proposals Requiring Your Vote – Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the 2021 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Income for the Years Ended December 31, 2019 , 2018 and 2017

Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2019 , 2018 and 2017

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

2 unchanged sentences

The following is a list of financial statement schedules filed as part of this Form 10-K Annual Report:

Schedule Number

Summary of Investments – Other Than Investments in Related Parties

Condensed Financial Information of Registrant

Supplementary Insurance Information

Valuation and Qualifying Accounts

All other schedules are omitted, as the required information either is not applicable, is not required, or is presented in the Consolidated Financial Statements or the notes thereto.

Schedule Number Description

I Summary of Investments – Other Than Investments in Related Parties

II Condensed Financial Information of Registrant

III Supplementary Insurance Information

IV Reinsurance

V Valuation and Qualifying Accounts

All other schedules are omitted, as the required information either is not applicable, is not required, or is presented in the accompanying Consolidated Financial Statements or the notes thereto.

(a)(3) Exhibits

The exhibits filed as a part of this report and incorporated herein by reference to other documents are listed in the Index to Exhibits to this Annual Report on Form 10-K.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INVESTORS TITLE COMPANY

Allen Fine, Chairman and Chief Executive

Officer (Principal Executive Officer)

March 11, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 11th day of March, 2020.

Allen Fine, Chairman of the Board and

Fine, Jr., President, Treasurer, Chief

Chief Executive Officer

Financial Officer, Chief Accounting Officer and

(Principal Executive Officer)

Director (Principal Financial Officer and

Principal Accounting Officer)

Morris Fine, Executive Vice President,

Morton, Director

Secretary and Director

Coley, Director

Parker, Jr., Director

Francis, Director

Speed, Jr., Director

/s/ Richard M.

Hutson II, Director

The following exhibits are filed as part of this Annual Report on Form 10-K are incorporated herein by reference.

INDEX TO EXHIBITS

Description Location

3.1(a) Articles of Incorporation dated January 22, 1973

Incorporated by reference to Exhibit 4.1 to Form S-8 filed August 10, 2009, File No.

3.1(b) Articles of Amendment to the Articles of Incorporation, dated February 8, 1973

Incorporated by reference to Exhibit 4.2 to Form S-8 filed August 10, 2009, File No.

3.1(c) Articles of Amendment to Articles of Incorporation, dated May 14, 1987

Incorporated by reference to Exhibit 4.3 to Form S-8 filed August 10, 2009, File No.

3.1(d) Articles of Amendment to Articles of Incorporation, dated May 15, 2002

Incorporated by reference to Exhibit 3.3 to Form 10-Q for the quarter ended June 30, 2002, File No.

3.1(e) Articles of Amendment to Articles of Incorporation, dated November 12, 2002

Incorporated by reference to Exhibit 3.4 to Form 10-Q for the quarter ended March 31, 2003, File No.

3.1(f) Articles of Amendment to Articles of Incorporation, dated October 31, 2012

Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on October 31, 2012, File No.

3.2 Amended and Restated By-laws, dated November 9, 20 20

Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on November 9, 2020, File No.

4.1 Description of the Company’s Securities

Incorporated by reference to Exhibit 4.1 to Form 10-K for the year ended December 31, 2019, File No.

4.2 Amended and Restated Rights Agreement dated October 31, 2012, between the Company and Broadridge Issuer Solutions, Inc., as Rights Agent, dated October 31, 2012

Incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 2, 2012, File No.

10.1* Amended and Restated Employment Agreement effective January 1, 2009 for J.

Incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 2008, File No.

10.2* Amended and Restated Employment Agreement effective January 1, 2009 for James A.

Incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 2008, File No.

10.3* Amended and Restated Employment Agreement effective January 1, 2009 for W.

Incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 2008, File No.

10.4* Amended and Restated Death Benefit Plan Agreement effective January 1, 2021 for J.

Filed herewith

10.5* Amended and Restated Death Benefit Plan Agreement effective January 1, 2009 for James A.

Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2008, File No.

10.6* Death Benefit Plan Agreement effective January 1, 2009 for W.

Incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 2008, File No.

10.7* Amended and Restated Nonqualified Deferred Compensation Plan effective January 1, 2009

Incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2008, File No.

10.8* Amended and Restated Nonqualified Supplemental Retirement Benefit Plan effective January 1, 2009

Incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2008, File No.

10.9(a)* 2009 Stock Appreciation Right Plan effective March 2, 2009

Incorporated by reference to Appendix A to the Proxy Statement dated May 26, 2009, File No.

10.9(b)* Form of Stock Appreciation Rights Agreement under 2009 Stock Appreciation Right Plan

Incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended June 30, 2011, File No.

10.10(a)* 2019 Stock Appreciation Rights Plan effective March 11, 2019

Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on May 15, 2019, File No.

10.10(b)* Form of Stock Appreciation Rights Agreement under 2019 Stock Appreciation Right Plan

Incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 16, 2019, File No.

10.11* Summary of Non-Employee Director Compensation

Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2019, File No.

21 Subsidiaries of Registrant

Filed herewith

23 Consent of Independent Registered Public Accounting Firm

Filed herewith

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Filed herewith

101.SCH XBRL Taxonomy Extension Schema Document Filed herewith

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith

101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith

101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed herewith

* Management contract or compensatory plan or arrangement

INVESTORS TITLE COMPANY AND SUBSIDIARIES

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AS OF DECEMBER 31, 2020

Type of Investment (in thousands)

Amount at which shown in the Balance Sheet (1)

Type of Investment (in thousands) Cost (1) Market Value Amount at which shown in the Balance Sheet (3)

Fixed maturity securities:

Government obligations

$ 24,026 $ 24,083 $ 24,083

General obligations of U.S.

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states, territories and political subdivisions

33,635 36,134 36,134

Public utilities 11,509 12,286 12,286

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Industrial, miscellaneous and all other 26,144 46,802 46,802

Technology 3,371 11,693 11,693

Total equity securities 32,478 64,919 64,919

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Total investments (2) $ 172,606 $ 210,723 $ 210,723

(1) Fixed maturity securities are shown at amortized cost and equity securities are shown at original cost.

(2) The above summary of investments does not include investments in related parties accounted for under the cost and equity methods of accounting in the amount of $2,572.

(3) All fixed maturity securities presented are classified as available-for-sale and shown at estimated fair value.

Equity securities are shown at fair value.

The above summary of investments does not include investments in related parties accounted for under the cost and equity methods of accounting in the amount of $1,448 .

Fixed maturity securities are shown at amortized cost and equity securities are shown at original cost.

INVESTORS TITLE COMPANY (PARENT COMPANY)

5 unchanged sentences

Fixed maturity securities, available-for-sale, at fair value

27,311 33,244

Equity securities, at fair value

1 unchanged sentence

Investments in affiliated companies

150,620 133,053

Other investments

3 unchanged sentences

Property, net 2,410 2,412

Liabilities and Stockholders’ Equity

Total Assets $ 203,255 $ 194,188

Liabilities and Shareholders’ Equity

Accounts payable and accrued liabilities $ 2,313 $ 2,471

1 unchanged sentence

Total liabilities 2,833 2,826

Stockholders’ Equity:

Shareholders’ Equity:

Preferred stock ( 1,000 authorized shares;

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Accumulated other comprehensive income 4,326 3,100

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

Total shareholders’ equity 200,422 191,362

Total Liabilities and Shareholders’ Equity $ 203,255 $ 194,188

Refer to the Notes to Condensed Financial Statements.

1 unchanged sentence

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF INCOME

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

1 unchanged sentence

Interest and dividends $ 768 $ 707

Net realized investment gains

Net realized investment (losses) gains ( 473 ) 37

Changes in the estimated fair value of equity security investments 265 797

9 unchanged sentences

Income before Income Taxes 39,068 31,521

Provision (Benefit) for Income Taxes

Net Loss Attributable to Noncontrolling Interests

Net Income Attributable to the Company

(Benefit) Provision for Income Taxes ( 352 ) 63

Net Income $ 39,420 $ 31,458

Basic Earnings per Common Share $ 20.84 $ 16.66

9 unchanged sentences

Operating Activities

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Net income $ 39,420 $ 31,458

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Equity in net earnings of subsidiaries ( 39,685 ) ( 30,804 )

Depreciation 99 99

Amortization, net 198 139

Share-based compensation expense related to stock appreciation rights 229 264

Net loss on disposals of property

Net realized investment gains

Net realized investment losses (gains) 495 ( 37 )

Net realized gain on other investments ( 22 ) —

Changes in the estimated fair value of equity security investments ( 265 ) ( 797 )

Net (earnings) loss from other investments

Provision (benefit) for deferred income taxes

(Increase) decrease in receivables

Decrease (increase) in income taxes receivable

(Increase) decrease in other assets

Increase (decrease) in accounts payable and accrued liabilities

Net cash provided by (used in) operating activities

Net earnings from other investments ( 90 ) ( 226 )

Provision for deferred income taxes 73 269

Increase in receivables ( 147 ) ( 460 )

(Increase) decrease in income taxes receivable ( 1,701 ) 1,652

Decrease (increase) in other assets 114 ( 135 )

(Decrease) increase in accounts payable and accrued liabilities ( 158 ) 281

Net cash (used in) provided by operating activities ( 1,440 ) 1,703

Investing Activities

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Net cash used in financing activities ( 32,821 ) ( 18,750 )

Net Increase (Decrease) in Cash and Cash Equivalents

Net (Decrease) Increase in Cash and Cash Equivalents ( 5,971 ) 8,111

Cash and Cash Equivalents, Beginning of Period 9,651 1,540

10 unchanged sentences

Cash dividends paid to Investors Title Company by its wholly owned subsidiaries were as follows:

Subsidiaries 2020 2019

Investors Title Insurance Company, net* $ 20,443 $ 32,150

4 unchanged sentences

National Investors Holdings, LLC 400 1,550

Total $ 24,043 $ 34,925

* Total dividends of $ 25,331 and $ 34,950 paid to the Parent Company in 2020 and 2019, respectively, netted with dividends of $ 4,888 and $ 2,800 received from the Parent Company in 2020 and 2019, respectively.

2 unchanged sentences

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Deferred Policy Acquisition Cost

Future Policy Benefits, Losses, Claims and Loss Expenses

Unearned Premiums

Other Policy Claims and Benefits Payable

Premium Revenue

Net Investment Income

Benefits, Claims.

Losses and Settlement Expenses

Amortization of Deferred Policy Acquisition Costs

Other Operating Expenses

Premiums Written

Year Ended December 31, 2019 (in thousands)

Title Insurance

Segment Deferred Policy Acquisition Cost Future Policy Benefits, Losses, Claims and Loss Expenses Unearned Premiums Other Policy Claims and Benefits Payable Premium Revenue Net Investment Income Benefits, Claims, Losses and Settlement Expenses Amortization of Deferred Policy Acquisition Costs Other Operating Expenses Premiums Written

Year Ended December 31, 2020 (in thousands)

Title Insurance

Title Insurance $ — $ 33,584 $ — $ 1,139 $ 205,418 $ 11,622 $ 5,204 $ — $ 172,580 N/A

All Other — — — — — 1,398 — — 8,963 N/A

$ — $ 33,584 $ — $ 1,139 $ 205,418 $ 13,020 $ 5,204 $ — $ 181,543 N/A

Year Ended December 31, 2019 (in thousands)

Title Insurance

Title Insurance $ — $ 31,333 $ — $ 695 $ 145,842 $ 15,210 $ 3,532 $ — $ 131,134 N/A

All Other — — — — — 3,036 — — 9,013 N/A

$ — $ 31,333 $ — $ 695 $ 145,842 $ 18,246 $ 3,532 $ — $ 140,147 N/A

INVESTORS TITLE COMPANY AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Ceded to Other Companies

Assumed from Other Companies

Percentages of Amount Assumed to Net

Year Ended December 31, 2019 (in thousands)

Title Insurance

Gross Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentages of Amount Assumed to Net

Year Ended December 31, 2020 (in thousands)

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FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Balance at Beginning of Period

Additions Charged to Costs and Expenses

Additions Charge to Other Accounts – Describe

Deductions – Describe

Balance at End of Period

2019 (in thousands)

Premiums receivable:

Valuation provision

Reserves for claims

Description Balance at Beginning of Period Additions Charged to Costs and Expenses Additions Charge to Other Accounts – Describe Deductions – Describe Balance at End of Period

2020 (in thousands)

Premiums receivable:

Valuation provision

Reserves for claims

Valuation provision $ 261 $ 5,208 $ — $ ( 5,296 ) (a) $ 173

Reserves for claims $ 31,333 $ 5,204 $ — $ ( 2,953 ) (b) $ 33,584

2019 (in thousands)

Premiums receivable:

Valuation provision

Reserves for claims

Canceled premiums

Payments of claims, net of recoveries

INDEX TO EXHIBITS

Articles of Incorporation dated January 22, 1973

Incorporated by reference to Exhibit 4.1 to Form S-8 filed August 10, 2009, File No.

Articles of Amendment to the Articles of Incorporation, dated February 8, 1973

Incorporated by reference to Exhibit 4.2 to Form S-8 filed August 10, 2009, File No.

Articles of Amendment to Articles of Incorporation, dated May 14, 1987

Incorporated by reference to Exhibit 4.3 to Form S-8 filed August 10, 2009, File No.

Articles of Amendment to Articles of Incorporation, dated May 15, 2002

Incorporated by reference to Exhibit 3.3 to Form 10-Q for the quarter ended June 30, 2002, File No.

Articles of Amendment to Articles of Incorporation, dated November 12, 2002

Incorporated by reference to Exhibit 3.4 to Form 10-Q for the quarter ended March 31, 2003, File No.

Articles of Amendment to Articles of Incorporation, dated October 31, 2012

Incorporated by reference to Exhibit 3.1 to Form 8-K filed on October 31, 2012, File No.

Amended and Restated By-laws, dated November 9, 2015

Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on November 9, 2015, File No.

Description of the Company’s Securities

Filed herewith

Amended and Restated Rights Agreement dated October 31, 2012, between the Company and Broadridge Issuer Solutions, Inc., as Rights Agent, dated October 31, 2012

Incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 2, 2012, File No.

Amended and Restated Employment Agreement effective January 1, 2009 for J.

Incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 2008, File No.

Amended and Restated Employment Agreement effective January 1, 2009 for James A.

Incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 2008, File No.

Amended and Restated Employment Agreement effective January 1, 2009 for W.

Incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 2008, File No.

Amended and Restated Death Benefit Plan Agreement effective January 1, 2009 for J.

Incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended December 31, 2008, File No.

Amended and Restated Death Benefit Plan Agreement effective January 1, 2009 for James A.

Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2008, File No.

Death Benefit Plan Agreement effective January 1, 2009 for W.

Incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 2008, File No.

Amended and Restated Nonqualified Deferred Compensation Plan effective January 1, 2009

Incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2008, File No.

Amended and Restated Nonqualified Supplemental Retirement Benefit Plan effective January 1, 2009

Incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2008, File No.

2009 Stock Appreciation Right Plan effective March 2, 2009

Incorporated by reference to Appendix A to the Proxy Statement dated May 26, 2009, File No.

Form of Stock Appreciation Rights Agreement under 2009 Stock Appreciation Right Plan

Incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended June 30, 2011, File No.

2019 Stock Appreciation Rights Plan effective March 11, 2019

Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on May 15, 2019, File No.

Form of Stock Appreciation Rights Agreement under 2019 Stock Appreciation Right Plan

Incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 16, 2019, File No.

Summary of Non-Employee Director Compensation

Filed herewith

Subsidiaries of Registrant

Filed herewith

Consent of Independent Registered Public Accounting Firm

Filed herewith

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

XBRL Instance Document

Filed herewith

XBRL Taxonomy Extension Schema Document

Filed herewith

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

Management contract or compensatory plan or arrangement

Valuation provision $ 304 $ 4,004 $ — $ ( 4,047 ) (a) $ 261

Reserves for claims $ 31,729 $ 3,532 $ — $ ( 3,928 ) (b) $ 31,333

(a) Canceled premiums

(b) Payments of claims, net of recoveries

FORM 10-K SUMMARY

INVESTORS TITLE COMPANY

Allen Fine, Chairman and Chief Executive

Officer (Principal Executive Officer)

March 15, 2021

Allen Fine /s/ James A.

Allen Fine, Chairman of the Board and James A.

Fine, Jr., President, Treasurer, Chief

Chief Executive Officer Financial Officer, Chief Accounting Officer and

(Principal Executive Officer) Director (Principal Financial Officer and

Principal Accounting Officer)

Morris Fine /s/ Tammy F.

Morris Fine, Executive Vice President, Tammy F.

Coley, Director

Secretary and Director

Francis /s/ Richard M.

Francis, Director Richard M.

Hutson II, Director

Morton /s/ Elton C.

Morton, Director Elton C.

Parker, Jr., Director

Speed, Jr., Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures