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8-KThe WireRoutine

Shareholder Vote

Filed Jun 10, 2019 · 7y ago · Accession 0000011544-19-000042

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 6, 2019 W. R. BERKLEY CORPORATION (Exact name of registrant as specified in its charter) Delaware   1-15202    22-1867895    (State or other jurisdiction   (Commission   (IRS Employer of incorporation or organization)   File Number)   Identification No.) 475 Steamboat Road, Greenwich, CT   06830 (Address of principal executive offices)   (Zip Code)       Registrant's telephone number, including area code:   (203) 629-3000 Not Applicable (Former name or former address, if changed since last report) 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 ( see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered Common Stock, par value $.20 per share   WRB   New York Stock Exchange 5.625% Subordinated Debentures due 2053   WRB B   New York Stock Exchange 5.9% Subordinated Debentures due 2056   WRB C   New York Stock Exchange 5.75% Subordinated Debentures due 2056   WRB D   New York Stock Exchange 5.70% Subordinated Debentures due 2058   WRB E   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). o Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.07 Submission of Matters to a Vote of Security Holders. W. R. Berkley Corporation (the “Company”) held its Annual Meeting of Stockholders on June 6, 2019. The meeting involved: (i) the election of four directors for a term to expire at the Annual Meeting of Stockholders to be held in 2022 and until their respective successors are duly elected and qualified; (ii) a resolution approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the 2019 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or “say-on-pay” vote; and (iii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The directors elected and the final voting results are as follows: (i)    Election of Directors: Nominee For   Against   Abstain   Broker Non Vote W. Robert Berkley, Jr. 168,377,438   1,719,243   111,822   10,069,655 Ronald E. Blaylock 142,937,706   27,165,368   105,429   10,069,655 Mary C. Farrell 143,222,473   26,876,773   109,257   10,069,655 Leigh Ann Pusey 144,928,745   25,170,567   109,191   10,069,655 (ii) Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say-on-Pay” Vote):   For   Against   Abstain   Broker Non Vote   164,658,399   5,253,694   296,410   10,069,655 (iv)    Ratification of the Appointment of KPMG LLP   For   Against   Abstain   175,386,472   4,641,972   249,714 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. W. R. BERKLEY CORPORATION                 By:   /s/ Richard M. Baio   Name: Richard M. Baio   Title: Executive Vice President – Chief Financial Officer and Treasurer Date: June 10, 2019
Filing details
Ticker
WRB
CIK
11544
Form type
8-K
Filing date
Jun 10, 2019
Report date
Jun 6, 2019
Document
form8-kannualmeetingvote06.htm
Size
53 KB