8-KThe WireRoutine
Shareholder Vote
Filed Jun 12, 2024 · 2y ago · Accession 0000011544-24-000015
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 12, 2024
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
5.700% Subordinated Debentures due 2058 WRB-PE New York Stock Exchange
5.100% Subordinated Debentures due 2059 WRB-PF New York Stock Exchange
4.250% Subordinated Debentures due 2060 WRB-PG New York Stock Exchange
4.125% Subordinated Debentures due 2061 WRB-PH 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). 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. ☐
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, 2024. The meeting involved: (i) the election of six directors for terms to expire (a) in the case of nominees William R. Berkley, Christopher L. Augostini and Jonathan Talisman, at the Company’s Annual Meeting of Stockholders to be held in 2027, (b) in the case of nominee Daniel L. Mosley, at the Company’s Annual Meeting of Stockholders to be held in 2026, and (c) in the case of nominees Marie A Mattson and Mark L. Shapiro, at the Annual Meeting of Stockholders to be held in 2025, in each case and until their respective successors are duly elected and qualified, unless sooner displaced; (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 2024 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, 2024.
The directors elected and the final voting results are as follows:
(i) Election of Directors:
Nominee
For
Against
Abstain
Broker Non Votes
William R. Berkley 224,766,257 13,334,923 102,537 13,424,088
Christopher L. Augostini 217,334,725 19,535,667 1,333,325 13,424,088
Marie A. Mattson 236,651,745 804,373 747,599 13,424,088
Daniel L. Mosley
219,233,333 18,014,064 956,320 13,424,088
Mark L. Shapiro 204,938,929 32,554,142 710,646 13,424,088
Jonathan Talisman 221,950,039 15,301,929 951,749 13,424,088
(ii) Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say-on-Pay” Vote):
For
Against
Abstain
Broker Non Votes
228,633,428 9,218,907 351,382 13,424,088
(iii) Ratification of the Appointment of KPMG LLP:
For
Against
Abstain
240,391,919 11,063,892 171,994
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
Date: June 12, 2024
Filing details
- Company
- BERKLEY W R CORP
- Ticker
- WRB
- CIK
- 11544
- Form type
- 8-K
- Filing date
- Jun 12, 2024
- Report date
- Jun 12, 2024
- Document
- wrb-20240612.htm
- Size
- 230 KB