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): June 15, 2022
| | | | | |
Commission File Number | 1-15202 |
W. R. BERKLEY CORPORATION
(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) |
(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 15, 2022. The meeting involved: (i) the election of four directors for terms to expire (a) in the case of nominees W. Robert Berkley, Jr. and Mark L. Shapiro, at the Company’s Annual Meeting of Stockholders to be held in 2023 and until their respective successors are duly elected and qualified, and (b) in the case of nominees Ronald E. Blaylock and Mary C. Farrell, at the Annual Meeting of Stockholders to be held in 2025 and until their respective successors are duly elected and qualified; (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 750,000,000 to 1,250,000,000; (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 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, or “say-on-pay” vote; and (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, 2022.
The directors elected and the final voting results are as follows:
(i) Election of Directors:
| | | | | | | | | | | | | | | | | | | | | | | |
Nominee | For | | Against | | Abstain | | Broker Non Vote |
W. Robert Berkley, Jr. | 242,648,988 | | | 3,168,156 | | | 44,872 | | 13,215,901 |
Ronald E. Blaylock | 196,998,618 | | | 48,148,514 | | | 714,884 | | 13,215,901 |
Mary C. Farrell | 198,691,880 | | | 46,449,313 | | | 720,823 | | 13,215,901 |
| Mark L. Shapiro | 211,311,704 | | | 33,445,405 | | | 1,104,907 | | 13,215,901 |
(ii) Resolution Approving an Amendment to the Company’s Restated Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock from 750,000,000 to 1,250,000,000:
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | |
| 212,198,708 | | 45,963,062 | | 916,147 | | |
(iii) Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say-on-Pay” Vote):
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non Vote |
| 236,514,529 | | 8,945,457 | | 402,030 | | 13,215,901 |
(iv) Ratification of the Appointment of KPMG LLP
| | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | |
| 247,428,138 | | 11,588,559 | | 61,220 | | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 3.1 Amendment, dated June 15, 2022, 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 16, 2022
W. R. Berkley Corporation Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
W. R. BERKLEY CORPORATION
The undersigned, being the Chief Executive Officer of W. R. BERKLEY CORPORATION, a corporation existing under the laws of the State of Delaware, hereby certifies that:
1. The first paragraph of Article Fourth of the Restated Certificate of Incorporation of said corporation be and it hereby is amended to read as follows:
FOURTH: The aggregate number of shares of capital stock of all classes which the Corporation shall have authority to issue is one billion two hundred fifty million (1,255,000,000) shares, of which one billion two hundred fifty million (1,250,000,000) shares are to be Common Stock of the par value of twenty cents ($.20) each, and five million (5,000,000) shares are to be Preferred Stock of the par value of ten cents ($.10) each.
2. The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have signed this certificate this 15th day of June, 2022.
/s/ W. Robert Berkley, Jr.
W. Robert Berkley, Jr.
Chief Executive Officer
Attest:
/s/ Philip S. Welt
Philip S. Welt, Secretary