Markel Group Inc

This non-binding advisory proposal asks shareholders to approve the compensation paid to the named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and accompanying compensation tables and narrative. Management seeks this advisory approval to demonstrate shareholder support for its executive compensation design, which emphasizes long-term incentives (RSUs and performance-based awards) tied to multi-year average operating income and total shareholder return metrics. The Compensation Committee uses long-term performance metrics and multi-year performance periods to align executives’ incentives with shareholder value creation and to discourage short-term risk-taking. Although the vote is advisory and non-binding, the Compensation Committee and Board state they will take the outcome into account when setting future compensation, making the vote an important governance signal. The Board recommends a vote FOR, arguing the compensation framework supports retention, long-term orientation, equity ownership alignment, and appropriate pay-for-performance. Key context includes very strong prior shareholder support (over 97% in 2025) and the Company’s use of service-based and performance-based RSUs with multi-year cliff vesting and holding periods. Potential investor concerns could include magnitude of pay and the prudence of performance metrics; however, management emphasizes peer benchmarking, multi-year averages, and compensation recovery/clawback policies as mitigants. Overall, the proposal serves as a governance mechanism for shareholders to register approval or disapproval of executive pay practices without compelling changes to plan terms.

This management proposal asks shareholders to adopt a charter amendment (Article VIII – Voting) that would change the voting standard for several fundamental corporate actions — including amendments to the articles, certain mergers/share exchanges, conversion, sale of substantially all assets, dissolution, and re-domestication — so that, subject to preferred stock designations and unalterable provisions of the Virginia Stock Corporation Act, such actions would require the affirmative vote of a majority of all votes entitled to be cast by each voting group entitled to vote. Management is seeking shareholder approval because Virginia law includes certain default supermajority requirements for these matters; the Company’s Articles historically did not alter those defaults. The Board approved the Proposed Amendment in response to a non-binding shareholder proposal that received majority support at the 2025 Annual Meeting and to align voting requirements more closely with shareholder expectations. The amendment is conditioned on not conflicting with any preferred stock designations or non-waivable Virginia statutory provisions, and Virginia law requires approval by more than two-thirds of all shares outstanding to effect the amendment. The Board believes the change will make it easier for shareholders to effect certain corporate actions when a simple majority supports them while still preserving protections where statutory provisions cannot be changed. Opponents might argue reducing supermajority thresholds could increase the risk of opportunistic transactions or diminish protections for minority shareholders; the Board weighed these concerns against the demonstrated shareholder support for lowering the barriers and concluded that responding to shareholder sentiment and improving governance flexibility outweighs potential disadvantages. The Board recommends a vote FOR, noting it carefully considered the advantages and disadvantages and the prior shareholder vote as evidence of support.

The proponent (Green Century) contends that climate change poses material and increasing enterprise risks to insurers and the broader economy and that Markel, despite recognizing climate risks, lacks comprehensive sustainability disclosures; it asks the Company to publish a report (preferably aligned to TCFD/ISSB/SASB) describing whether and how it will increase the scale, pace, and rigor of strategies to mitigate material environmental risks. Management's counterargument is that the Company already assesses and manages climate-related risk through underwriting, investment discipline and enterprise risk oversight; preparing the requested report would be impractical, potentially inaccurate (notably for estimating insureds’ and portfolio emissions), could create competitive disadvantage and disclosure liability, and would divert management time and resources. Company-specific context includes Markel’s decentralized holding-company structure, underwriting of a very large and diverse insured base, and the fact that similar Green Century proposals previously failed materially (only ~14.82% support in 2025), while the Company monitors and will comply with evolving regulatory frameworks such as the California Climate Rules when applicable. The controversy centers on trade-offs between investor demand for decision-useful climate reporting and the insurer's operational limitations and competitive concerns in measuring insured and portfolio emissions; the Board recommends AGAINST citing practicality, data limitations, existing governance and the prospect of regulatory-driven future disclosures.

The proponent (John Chevedden) requests the Board lower the threshold to permit holders of a combined 10% of outstanding shares to call a special shareholder meeting (with no minimum ownership duration), arguing this is a necessary accountability tool that is rarely used but disciplines management and the Board. Management counters that the Company has already adopted a 25% one-year ownership threshold for special meetings (amended February 2026), which the Board believes balances shareholder empowerment with protection against disruptive, costly meetings called by small minorities; it cites market practice data showing 25% is the most common threshold among S&P 500 companies and emphasizes alternative mechanisms (proxy access, annual meetings, shareholder engagement) for accountability. Company-specific context includes the Board's recent bylaw amendment to grant a 25% special meeting right, the decentralized holding-company model, and concerns about the costs and distractions of special meetings. The controversy turns on trade-offs between shareholder empowerment and potential for minority-driven, tactical special meetings; the Board recommends AGAINST lowering the threshold to 10%.