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 5, 2022     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 5, 2022, 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   Withheld   Broker Non-Votes Election of Directors:   —   —     Kaj Ahlmann   36,564,211   1,582,465   2,546,125 Michael E. Angelina   38,031,208   115,468   2,546,125 John T. Baily   35,422,927   2,723,749   2,546,125 Calvin G. Butler, Jr.   36,915,580   1,231,096   2,546,125 David B. Duclos   37,805,117   341,559   2,546,125 Susan S. Fleming   37,039,610   1,107,066   2,546,125 Jordan W. Graham   37,238,909   907,767   2,546,125 Craig W. Kliethermes   37,504,679   641,997   2,546,125 Jonathan E. Michael   37,228,192   918,484   2,546,125 Robert P. Restrepo, Jr.   37,742,710   403,966   2,546,125 Debbie S. Roberts   37,528,652   618,024   2,546,125 Michael J. Stone   37,843,920   302,756   2,546,125     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   36,661,126   1,421,950   63,600   2,546,125   3. The proposal on the frequency of future advisory votes on executive compensation, as described in the proxy materials, received the following votes:                                     One Year   Two Years   Three Years   Abstentions   36,943,103   27,817   1,065,674   110,082   4. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022 was approved based upon the following votes:                                 Broker   For   Against   Abstentions   Non-Votes   40,637,084   21,533   34,184   —   Say-When-On-Pay Frequency Determination (d) As described above, the Say-When-On-Pay frequency of one year received the highest number of votes at the Annual Meeting. Based on these advisory vote results, the Board has determined that the Company will hold a stockholder advisory vote on executive compensation every (1) year until the next required vote on the frequency of future executive compensation votes. As a result, the Company expects that the next advisory vote on the compensation of the Company’s named executive officers will be submitted to stockholders at the Company’s Annual Meeting of Shareholders in 2023.   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 6, 2022 By: /s/ Jeffrey D. Fick     Jeffrey D. Fick     Chief Legal Officer & Corporate Secretary