UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2014

STEWART INFORMATION SERVICES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

(Registrant’s telephone number, including area code): 713-625-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01. Entry into a Material Definitive Agreement.

On February 12, 2014, Stewart Information Services Corporation (the “Company”) entered into a nomination and standstill agreement (the “Agreement”) with Foundation Onshore Fund, L.P., Foundation Offshore Master Fund, Ltd., Foundation Offshore Fund, Ltd., Foundation Asset Management GP, LLC, Foundation Asset Management, LLC, David Charney, Sky Wilber (collectively, the “Foundation Group”), Engine Capital, L.P., Engine Jet Capital, L.P., Engine Capital Management, LLC, Engine Investments, LLC, Arnaud Ajdler, (collectively, the “Engine Group” and, together with the Foundation Group, the “Shareholders”, and individually each a “Shareholder”), Glenn Christenson and Arnaud Ajdler (collectively, the “New Independent Directors”), pertaining to, among other things, the election of directors to the Company’s Board of Directors (the “Board”) at the Company’s 2014 annual meeting of stockholders (the “2014 Meeting”) and the formation of an advisory committee (the “Advisory Committee”). Pursuant to the Agreement, subject to conditions, the Shareholders agreed to certain standstill and voting provisions.

The Board will nominate the New Independent Directors for election to the Board by the holders of Common Stock at the 2014 Meeting. The Company has agreed to convene and hold the 2014 Meeting prior to May 30, 2014. Until the 2014 Meeting, the Company will allow the New Independent Directors to observe each meeting of the Board and the committees of the Board as non-voting observers, provided that each New Independent Director execute a customary confidentiality agreement prior to observing any meetings. If a New Independent Director is elected to serve as a director on the Board at the 2014 Meeting, he will serve until the next annual meeting of stockholders in 2015 (the “2015 Meeting”). The Company will use the same solicitation efforts on behalf of the New Independent Directors as for all other nominees.

The Company will form an advisory committee for the purpose of overseeing the Company’s cost-reduction initiatives and reviewing the Company’s operations (efficiency, compensation, cost structure and other considerations) to determine if additional cost reductions are obtainable. The advisory committee will consist of Thomas Apel, one New Independent Director chosen by the Board and one additional director chosen by the Board. The Chairman of the Board and CEO will be entitled to participate in meetings of the advisory committee.

Under the terms of the Agreement, at no time will the Foundation Group or the Engine Group individually beneficially own in excess of 9.99%, or collectively with any Shareholder affiliates beneficially own in excess of 14.99%, of the issued and outstanding voting securities of the Company. Furthermore, the Shareholders agreed not to, among other things, solicit proxies regarding any matter to come before the 2014 Meeting, including for the election of directors, or enter into a voting agreement or any group with other shareholders with respect to the solicitation of proxies. The Shareholders also agreed to vote their shares in accordance with the Board’s recommendation with respect to nominees to the Board and other matters presented to shareholders, provided that the each of the Shareholders will be permitted to vote in accordance with any recommendation by Institutional Shareholder Services, Inc. (“ISS”) “against” a proposal other than the election of directors if, after discussions with the Company in good faith, the Shareholder decides to follow the ISS recommendation.

Other elements of the Agreement include:

A copy of the Agreement is filed with this Form 8-K and attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement. On February 13, 2014, the Company issued a press release announcing the signing of the Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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