Berkley W R Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five director nominees to serve until their successors are elected and qualified (terms varying: three nominees for three-year terms, one for a two-year term, and one for a one-year term).

2. 2

   Non-Binding Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed compensation of the Company’s named executive officers. Management seeks this approval as a standard governance practice to obtain shareholder feedback on pay programs; the Board emphasizes that NEO compensation is heavily performance-based, with a large proportion of pay at-risk and tied to multi-year ROE and book value growth metrics, mandatory deferral of RSUs until separation, clawback provisions, and other governance features. The Compensation Committee and Board recommend a "FOR" vote, arguing that the plan aligns executive incentives with long-term shareholder value, uses negative discretion to avoid formulaic incentives that could encourage short-term risk-taking, and has robust clawback and ownership safeguards. Key context includes the company’s strong 2025 performance (21.2% ROE, record underwriting and investment income), recent stockholder outreach reflecting support for compensation design, and significant mandatory deferral and performance metrics tailored to the long-duration nature of insurance liabilities. Analysts should weigh the management defenses—emphasis on ROE and long-term LTIP and RSU structures—against shareholder concerns about pay quantum and potential governance effects; however, the company reports high say-on-pay support historically and robust shareholder engagement, which management cites as validation of its approach.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

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When is the Berkley W R Corp 2026 annual meeting?

Berkley W R Corp (WRB) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Berkley W R Corp 2026 meeting?

The record date for the Berkley W R Corp 2026 meeting is Thursday, April 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Berkley W R Corp's 2026 meeting?

The board is presenting 5 director nominees at the Berkley W R Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Berkley W R Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Berkley W R Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.