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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Filing text
View original ↗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
- Company
- BERKLEY W R CORP
- 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