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 14, 2026
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 14, 2026, RLI Corp. (“Company”) held its annual meeting of shareholders (“Annual Meeting”). |
| (b) | At the Annual Meeting, the Company’s shareholders voted on the following three 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 |
Election of Directors: |
| — |
| — |
| ⸺ | | |
Michael E. Angelina |
| 78,507,328 | | 1,612,913 | | 206,427 | | 5,878,022 |
David B. Duclos | | 76,323,589 | | 3,345,034 | | 658,045 | | 5,878,022 |
Susan S. Fleming | | 78,840,889 | | 927,465 | | 558,314 | | 5,878,022 |
Jordan W. Graham |
| 77,156,177 | | 2,880,278 | | 290,213 | | 5,878,022 |
Clark C. Kellogg | | 75,296,652 | | 4,785,323 | | 244,693 | | 5,878,022 |
Craig W. Kliethermes | | 79,394,268 | | 830,496 | | 101,904 | | 5,878,022 |
Paul B. Medini | | 79,439,303 | | 809,494 | | 77,871 | | 5,878,022 |
Robert P. Restrepo, Jr. |
| 74,633,641 | | 5,274,635 | | 418,392 | | 5,878,022 |
Debbie S. Roberts |
| 77,175,811 | | 2,742,172 | | 408,685 | | 5,878,022 |
Michael J. Stone |
| 78,827,353 | | 1,442,338 | | 56,977 | | 5,878,022 |
The Board of Directors also appointed David B. Duclos as Chairman of the Board.
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 |
| 73,994,515 | | 4,360,524 | | 1,971,629 | | 5,878,022 |
3. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was approved based upon the following votes:
|
|
|
|
|
|
| Broker |
| For |
| Against |
| Abstentions |
| Non-Votes |
| 85,861,465 | | 219,582 | | 123,643 | | ⸺ |
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 20, 2026 | By: | /s/ Jeffrey D. Fick |
| | Jeffrey D. Fick |
| Chief Legal Officer | |