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 15, 2021 Commission File Number                     1-15202 W. R. BERKLEY CORPORATION (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 15, 2021. The meeting involved: (i) the election of five 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 2024 and until their respective successors are duly elected and qualified, (b) in the case of nominee Mark E. Brockbank, at the Annual Meeting of Stockholders to be held in 2023 and until his successor is duly elected and qualified, (c) in the case of nominee Mark L. Shapiro, at the Annual Meeting of Stockholders to be held in 2022 and until his successor is duly elected and qualified; (ii) a resolution approving an increase in the number of shares reserved under the Company’s 2009 Directors Stock Plan, as amended and restated, by 150,000 shares; (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 2021 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, 2021. The directors elected and the final voting results are as follows: (i)   Election of Directors: Nominee For Against Abstain Broker Non-Vote William R. Berkley 154,727,593 8,225,602 689,399 8,871,309 Christopher L. Augostini 154,412,380 8,515,911 714,303 8,871,309 Mark E. Brockbank 131,905,447 31,023,816 713,331 8,871,309 Mark L. Shapiro 142,938,469 19,998,486 705,639 8,871,309 Jonathan Talisman 154,410,126 8,515,417 717,051 8,871,309 (ii) Resolution Approving an Increase in the Number of Shares Reserved Under the Company’s 2009 Directors Stock Plan, as Amended and Restated, by 150,000 Shares:   For Against Abstain Broker Non-Vote   161,118,785 1,785,425 738,384 8,871,309 (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   155,681,015 7,205,136 756,443 8,871,309 (iii) Ratification of the Appointment of KPMG LLP:   For Against Abstain     165,238,394 6,521,403 754,106   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 15, 2021