wrb-20250611
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 11, 2025
Commission File Number | 1-15202 | ||||
W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
(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 11, 2025. The meeting involved: (i) the election of four directors for terms to expire (a) in the case of nominees Mary C. Farrell and Marie A. Mattson, at the Company’s Annual Meeting of Stockholders to be held in 2028, (b) in the case of nominee Ronald E. Blaylock, at the Company’s Annual Meeting of Stockholders to be held in 2027, and (c) in the case of nominee Robert A. Rusbuldt, at the Annual Meeting of Stockholders to be held in 2026, in each case and until their respective successors are duly elected and qualified, unless sooner displaced; (ii) a resolution approving an amendment to the Company’s restated certificate of incorporation to increase the authorized number of shares of common stock from 1,250,000,000 to 1,875,000,000; (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 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or “say-on-pay” vote; (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, 2025; and (v) a stockholder proposal regarding director election resignation governance policy.
The directors elected and the final voting results are as follows:
(i) Election of Directors:
Nominee | For | Against | Abstain | Broker Non Votes | |||||||||||||||||||
Ronald E. Blaylock | 307,544,645 | 43,281,054 | 328,599 | 21,292,357 | |||||||||||||||||||
| Mary C. Farrell | 322,167,716 | 25,901,262 | 3,085,320 | 21,292,357 | |||||||||||||||||||
Marie A. Mattson | 342,632,757 | 8,203,501 | 318,040 | 21,292,357 | |||||||||||||||||||
| Robert A. Rusbuldt | 348,947,436 | 1,928,011 | 278,851 | 21,292,357 | |||||||||||||||||||
(ii) Resolution Approving an Amendment to the Company’s Restated Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock from 1,250,000,000 to 1,875,000,000:
For | Against | Abstain | |||||||||||||||||||||
| 359,000,574 | 12,959,472 | 486,609 | |||||||||||||||||||||
(iii) Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say-on-Pay” Vote):
For | Against | Abstain | Broker Non Votes | ||||||||||||||||||||
| 336,306,919 | 10,835,813 | 4,011,566 | 21,292,357 | ||||||||||||||||||||
(iv) Ratification of the Appointment of KPMG LLP:
For | Against | Abstain | |||||||||||||||||||||
| 354,160,488 | 18,064,502 | 221,665 | |||||||||||||||||||||
(v) A Stockholder Proposal Regarding Director Election Resignation Governance Policy:
For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 34,358,174 | 316,104,684 | 691,440 | 21,292,357 | ||||||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 3.1 Amendment, dated June 11, 2025, to the Company's Restated Certificate of Incorporation, as amended.
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 13, 2025