As filed with the Securities and Exchange Commission on May 17, 2006
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 16, 2006
Delaware 1-15202 22-1867895 -------------- ------------------- ---------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) |
Registrant's telephone number, including area code: (203) 629-3000
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 (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))
Item 1.01 Entry into a Material Definitive Agreement.
On May 16, 2006, at the Annual Meeting of Stockholders of W. R. Berkley Corporation (the "Company"), the stockholders approved the W. R. Berkley Corporation 2007 Annual Incentive Compensation Plan (the "2007 AICP"). The details of the vote are provided below in Item 8.01 Other Events. A description of the 2007 AICP is included in the Company's Notice of Annual Meeting of Stockholders and Proxy Statement that was filed with the Securities and Exchange Commission and was mailed to stockholders on or about April 18, 2006, and a copy of the 2007 AICP is appended thereto as Annex A.
Item 8.01 Other Events.
The Company held its Annual Meeting of Stockholders on May 16, 2006. The meeting involved: (i) the election of three directors for a term to expire at the Annual Meeting of Stockholders to be held in the year 2009 and one director for a term to expire at the Annual Meeting of Stockholders to be held in the year 2007; (ii) the approval of the 2007 AICP, as described in Item 1.01 Entry into a Material Definitive Agreement above; (iii) the approval of an amendment to the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 300,000,000 to 500,000,000 (a copy of the Amendment, dated May 16, 2006, is attached to this Form 8-K as Exhibit 3.2 and is incorporated herein by reference); and (iv) the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year 2006. The directors elected and the results of the voting are as follows:
(i) Election of Directors:
Nominee Term Ending Votes For Votes Withheld William R. Berkley 2009 112,623,490 5,939,788 George G. Daly 2009 114,432,727 4,130,551 Philip J. Ablove 2009 108,814,173 9,749,105 Mary C. Farrell 2007 114,435,420 4,127,858 |
(ii) Approval of the W. R. Berkley Corporation 2007 Annual Incentive Compensation Plan:
Votes For Votes Against Votes Abstained
112,034,953 6,302,423 225,902
(iii) Approval and adoption of an amendment to the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 300,000,000 to 500,000,000:
Votes For Votes Against Votes Abstained
110,072,997 8,381,879 108,402
(iv) Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2006:
Votes For Votes Against Votes Abstained
117,621,405 844,750 97,123
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
3.1 The Company's Restated Certificate of Incorporation, as amended through May 15, 2006 (incorporated by reference to Exhibits 3.1 and 3.2 of the Company's Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on August 6, 2003, and Exhibit 3.2 of the Company's Quarterly report on Form 10-Q (File No. 1-15202) filed with the Commission on August 5, 2004).
3.2 Amendment, dated May 16, 2006, 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/ Eugene G. Ballard
-------------------------------
Name: Eugene G. Ballard
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
Date: May 17, 2006
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EXHIBIT INDEX
3.1 The Company's Restated Certificate of Incorporation, as amended through May 15, 2006 (incorporated by reference to Exhibits 3.1 and 3.2 of the Company's Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on August 6, 2003, and Exhibit 3.2 of the Company's Quarterly report on Form 10-Q (File No. 1-15202) filed with the Commission on August 5, 2004).
3.2 Amendment, dated May 16, 2006, to the Company's Restated Certificate of Incorporation, as amended.
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
W. R. BERKLEY CORPORATION
The undersigned, being the Chairman of the Board and 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 five hundred five million (505,000,000) shares, of which five hundred million (500,000,000) 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 16th day of May, 2006.
/s/ William R. Berkley
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William R. Berkley
Chairman of the Board and
Chief Executive Officer
Attest:
/s/ Ira S. Lederman
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Ira S. Lederman, Secretary
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