Shareholder Vote

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 12, 2020 Commission File Number 1-15202       W. R. BERKLEY CORP ORATION      (Exact name of registrant as specified in its charter) Delaware   22-1867895 (State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)       475 Steamboat Road Greenwich Connecticut 06830 (Address of principal executive offices)     (Zip Code) (203) 629-3000 (Registrant’s telephone number, including area code)   None   Former name, former address and former fiscal year, 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): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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-PB   New York Stock Exchange 5.90% Subordinated Debentures due 2056   WRB-PC   New York Stock Exchange 5.75% Subordinated Debentures due 2056   WRB-PD   New York Stock Exchange 5.70% Subordinated Debentures due 2058   WRB-PE   New York Stock Exchange 5.10% Subordinated Debentures due 2059   WRB-PF   New York Stock Exchange W. R. Berkley Corporation           2 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).    Emerging growth company      ☐      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.      ☐      W. R. Berkley Corporation           3 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 12, 2020. The meeting involved: (i) the election of four directors for terms to expire (a) in the case of nominee María Luisa Ferré, at the Company’s Annual Meeting of Stockholders to be held in 2023 and until her successor is duly elected and (b) in the case of nominees Jack H. Nusbaum, Mark L. Shapiro and Jonathan Talisman, at the Annual Meeting of Stockholders to be held in 2021 and until their respective successors are duly elected and qualified; (ii) a resolution approving an amendment to the Company’s restated certificate of incorporation to increase the authorized number of shares of common stock from 500,000,000 to 750,000,000 (a copy of the Amendment, dated June 12, 2020, is attached to this Form 8-K as Exhibit 3.1 and is incorporated herein by reference); (iii) 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 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, or “say-on-pay” vote; and (iv) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The directors elected and the final voting results are as follows: (i)    Election of Directors: Nominee For   Against   Abstain   Broker Non Vote María Luisa Ferré 136,055,326   30,168,793   85,796   9,101,327 Jack H. Nusbaum 134,298,545   31,897,878   113,492   9,101,327 Mark L. Shapiro 131,713,754   34,520,481   75,860   9,101,327 Jonathan Talisman 164,234,255   1,931,929   143,731   9,101,327 (ii) Resolution Approving an Amendment to the Company’s Restated Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock from 500,000,000 to 750,000,000:   For   Against   Abstain       169,668,012   5,656,151   87,079     (iii) Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say-on-Pay” Vote):   For   Against   Abstain   Broker Non Vote   160,227,324   5,812,645   269,946   9,101,327 (iv)    Ratification of the Appointment of KPMG LLP   For   Against   Abstain   168,740,488   6,597,880   72,874 W. R. Berkley Corporation           4 Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit 3.1 Amendment, dated June 12, 2020, to the Company's Restated Certificate of Incorporation, as amended. W. R. Berkley Corporation           5 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 15, 2020