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): May 4, 2023 RLI Corp. (Exact name of registrant as specified in its charter) ​ ​ ​ ​ ​ ​ Delaware ​ 001-09463 ​ 37-0889946 (State or other jurisdiction ​ (Commission ​ (IRS Employer of incorporation) ​ File Number) ​ Identification No.) ​ ​ ​ ​ ​ 9025 North Lindbergh Drive , Peoria , IL ​ 61615 (Address of principal executive offices) ​ (Zip Code) ​ Registrant’s telephone number, including area code: ( 309 ) 692-1000 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: ☐ 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)) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: ​ ​ ​ ​ ​ ​ Title of each class      Trading Symbol      Name of each exchange on which registered Common Stock $0.01 par value ​ RLI ​ 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.   (a) On May 4, 2023, RLI Corp. (“Company”) held its annual meeting of shareholders (“Annual Meeting”). ​ (b) At the Annual Meeting, the Company’s shareholders voted on the following four proposals and cast their votes as described below. ​ 1. The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes:   ​ ​     For   Against   Abstentions ​ Broker Non-Votes Election of Directors:   —   —   ⸺ ​ 2,579,745 Kaj Ahlmann   34,742,514 ​ 5,950,964 ​ 139,615 ​ 2,579,745 Michael E. Angelina   40,168,092 ​ 637,845 ​ 27,156 ​ 2,579,745 David B. Duclos ​ 39,951,681 ​ 848,643 ​ 32,769 ​ 2,579,745 Susan S. Fleming ​ 38,666,115 ​ 2,061,076 ​ 105,902 ​ 2,579,745 Jordan W. Graham   40,118,353 ​ 583,566 ​ 131,174 ​ 2,579,745 Craig W. Kliethermes ​ 40,472,388 ​ 337,106 ​ 23,599 ​ 2,579,745 Paul B. Medini ​ 40,122,161 ​ 588,101 ​ 122,831 ​ 2,579,745 Jonathan E. Michael ​ 38,845,253 ​ 1,948,208 ​ 39,632 ​ 2,579,745 Robert P. Restrepo, Jr.   39,810,998 ​ 899,551 ​ 122,544 ​ 2,579,745 Debbie S. Roberts   39,913,500 ​ 877,818 ​ 41,775 ​ 2,579,745 Michael J. Stone   39,991,269 ​ 632,843 ​ 208,981 ​ 2,579,745   ​ The Board of Directors also appointed David B. Duclos as Lead Independent Director. ​ 2. The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as described in the proxy materials, was approved based upon the following votes:                 Broker   For   Against   Abstentions   Non-Votes   38,373,079 ​ 2,380,105 ​ 79,909 ​ 2,579,745 ​ 3. The proposal to approve the amendment to the Company’s Certificate of Incorporation to include the exculpation of officers, was approved based upon the following votes: ​               Broker   For   Against   Abstentions   Non-Votes   35,886,787 ​ 4,881,007 ​ 65,299 ​ 2,579,745 ​ 4. The proposal to approve the 2023 RLI Corp. Long-Term Incentive Plan, was approved based upon the following votes: ​               Broker   For   Against   Abstentions   Non-Votes   38,412,313 ​ 2,401,912 ​ 18,868 ​ 2,579,745 ​ 5. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was approved based upon the following votes:                 Broker   For   Against   Abstentions   Non-Votes   43,348,673 ​ 31,057 ​ 33,108 ​ ⸺ ​ ​ ​ 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. ​ ​ ​ ​ ​ RLI CORP. ​ ​ ​ Date: May 8, 2023 By: /s/ Jeffrey D. Fick ​ ​ Jeffrey D. Fick ​ Chief Legal Officer & Corporate Secretary ​ ​ ​