MARKEL CORP (Form: 8-K, Received: 05/17/2017 16:33:27)

Broker Non-Votes

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 15, 2017

______________________________________________

Markel Corporation

(Exact name of registrant as specified in its charter)

______________________________________________



Virginia	001-15811	54-1959284
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4521 Highwoods Parkway

Glen Allen, Virginia 23060-6148

(804) 747-0136

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 15, 2017, the Board of Directors of Markel Corporation (the Company), upon the recommendation of the Board’s Compensation Committee, approved a change to the form of award agreement used for performance-based restricted stock units (RSUs) for executive officers, including the Company’s named executive officers. These awards are made under the Company's 2016 Stock Incentive Compensation Plan (the Plan). Subject to specific exceptions, unvested performance-based RSUs are forfeited upon a separation of service that occurs prior to the applicable vesting date. The Board approved an additional vesting exception, which provides that upon Early Retirement (as defined in the Plan) by an employee with 25 years of continual service unvested performance-based RSUs will become fully vested and shares will be issued on the otherwise applicable vesting date.

A copy of the new form of award agreement for performance-based RSUs is filed as Exhibit 10.1 to this report and is incorporated herein by reference in response to this item.



Item 5.07	Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Markel Corporation was held on May 15, 2017. At the annual meeting, shareholders (i) elected directors to serve until the 2018 Annual Meeting of Shareholders, (ii) approved an advisory vote on executive compensation and (iii) ratified the selection of KPMG LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the year ending December 31, 2017. With respect to the advisory vote on the frequency of shareholder advisory votes approving executive compensation, shareholders were in favor of holding an advisory vote on executive compensation every year.

The results of the meeting were as follows:

Election of Directors



Directors	For		Against		Abstain	Broker Non-Votes

J. Alfred Broaddus, Jr.		10,354,782		321,660	7,387		1,909,127
K. Bruce Connell		10,592,738		83,637	7,454		1,909,127
Douglas C. Eby		10,361,631		314,549	7,649		1,909,127
Thomas S. Gayner		10,386,663		291,178	5,988		1,909,127
Stewart M. Kasen		10,131,658		544,602	7,569		1,909,127
Alan I. Kirshner		10,252,486		424,520	6,823		1,909,127
Lemuel E. Lewis		10,508,287		168,362	7,180		1,909,127
Anthony F. Markel		10,270,749		406,217	6,863		1,909,127
Steven A. Markel		10,271,836		405,946	6,047		1,909,127
Darrell D. Martin		10,040,974		635,753	7,102		1,909,127
Michael O’Reilly		10,571,253		105,000	7,576		1,909,127
Michael J. Schewel		10,249,222		426,836	7,771		1,909,127
Jay M. Weinberg		10,425,048		251,754	7,027		1,909,127
Richard R. Whitt, III		10,542,306		134,014	7,509		1,909,127
Debora J. Wilson		10,600,936		75,918	6,975		1,909,127

Advisory Vote on Approval of Executive Compensation

Advisory Vote on the Frequency of Shareholder Advisory Votes Approving Executive Compensation



One Year	Two Years	Three Years	Abstain	Broker Non-Votes
9,513,156	196,990	958,713	14,970	1,909,127

Ratification of Selection of Independent Registered Public Accounting Firm



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits


10.1	Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers for the 2016 Equity Incentive Compensation Plan (revised May 15, 2017)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	MARKEL CORPORATION

Date: May 17, 2017	By:	/s/ Richard R. Grinnan
	Name:	Richard R. Grinnan
	Title:	General Counsel and Secretary

Exhibit Index



Exhibit	Description

10.1	Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers for the 2016 Equity Incentive Compensation Plan (revised May 15, 2017)

Exhibit 10.1

MARKEL CORPORATION

PERFORMANCE-BASED RESTRICTED STOCK UNIT

AWARD AGREEMENT



AWARDED TO	AWARD DATE	VESTING SCHEDULE ¹
	For example: February XX, 2018	VESTING DATE	PERCENTAGE OF UNITS
	For example: February XX, 2018	12/31/2021	100%

MARKEL CORPORATION (the "Company") grants you (the “Participant”) the opportunity to receive restricted stock units ("Units"). The number of Units will be based on performance conditions as specified below. Until the Vesting Date, except as specifically provided below, the Units are forfeitable and nontransferable. The Compensation Committee of the Company’s Board of Directors (the "Committee") will administer this Agreement and any decision of the Committee will be final and conclusive. Capitalized terms not defined herein have the meanings provided in the Markel Corporation 2016 Equity Incentive Compensation Plan (the “Plan”).

The terms of the award are:

Performance Conditions : The performance conditions are set forth on Exhibit A. Upon certification by the Committee of the completion of the performance conditions, the dollar equivalent of the percentage of salary will be determined. The Participant will receive a number of Units determined by dividing the dollar equivalent by the Fair Market Value of a share of Company Stock on the date that the completion of the performance conditions is certified by the Committee or its designee (the “Determination Date”). No Units will be awarded hereunder if the Participant separates from service for any reason before the Determination Date.

Vesting For Units . If the Participant has not separated from service before the Vesting Date, the Units will become vested and non-forfeitable, and the Company will issue to the Participant for each vested Unit a share of Company Stock on that date (or such later date as may be elected by the Participant pursuant to a valid deferral election in accordance with procedures determined by the Company) or, in either case, as soon as administratively practicable (but in any event no later than 90 days) thereafter.

¹ If necessary or appropriate to ensure orderly administration of the Company’s payroll and tax reporting obligations, the Company may accelerate vesting and payment of restricted stock units up to a maximum of thirty days before the date on which such restricted stock units would otherwise have vested and been paid.

Forfeiture of Units . If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(e) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, death or Disability before the Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement to Section 5 below. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of whole months from January 1 of the calendar year following the calendar year in which the Award Date occurs until the date of termination divided by 36, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted, in both instances, due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) or (e) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below.


(a)	The Participant separates from service due to Retirement, death or Disability;


(b)	The Participant separates from service due to Early Retirement;


(c)	The Participant separates from service or his employment is interrupted due to military service;


(d)	The Participant separates from service due to Early Retirement with at least twenty-five (25) consecutive years of service with the Company and its subsidiaries since the Participant’s most recent hire date; or


(e)	Paragraph (a) does not apply, but the Committee determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee will in its sole discretion determine whether or not to apply this provision.

Change in Control . Any unvested Units will become fully vested and non-forfeitable if, within 12 months after a Change in Control, the Participant separates from service due to Involuntary Termination. For this purpose, Involuntary Termination means that the Participant’s employment is involuntarily terminated without Cause or the Participant terminates his employment for Good Reason. In either case, shares will be issued for such Units on the otherwise applicable Vesting Date, subject to Section 5 below.

-2-

Six Month Delay for Specified Employees . With respect to a Participant who separates from service due to Retirement before the Vesting Date as set forth in Section 3(a) above, or who separates from service before the Vesting Date as set forth in Sections 3(b), (c) or (d) above or in Section 4, if such Participant is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code and the generally applicable Internal Revenue Service guidance thereunder) on the date of his separation, then, notwithstanding anything in Sections 3 or 4 to the contrary, no shares will be issued for his Units until the date that is six months after the date of his separation (or until the date of his death, if earlier). Any shares which the Participant would otherwise have been entitled to receive during the first six months following the date of his separation will be issued instead on the date which is six months after the date of his separation (or on the date of his death, if earlier). Whether the Participant is a “specified employee” will be determined under guidelines established by the Company for this purpose.


6.	Separation from Service Defined . References throughout this Agreement to the Participant’s “separation from service” and variations thereof will have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations, as amended from time to time, applying the default terms thereof.

Forfeiture and Restitution . If during the period of the Participant’s employment and two years thereafter, the Participant (1) becomes associated with, recruits or solicits customers or other employees of the Employer for, is employed by, renders services to, or owns any interest in (other than any non-substantial interest, as determined by the Committee) any business that is in competition with Markel or its Subsidiaries, (2) has his employment terminated by his Employer for Cause, or (3) engages in, or has engaged in, conduct which the Committee determines to be detrimental to the interests of Markel, the Committee may, in its sole discretion, (A) cancel this Award, and/or (B) require the Participant to repay by delivery of an equivalent number of shares any payment received under this Award within the previous two years. In addition, this Award shall be subject to any recoupment or clawback policy that is adopted by, or applicable to, the Company, pursuant to any requirement of law or any exchange listing requirement related to clawback or other recovery of incentive compensation.


8.	Transfer Restrictions . The Participant’s rights to the Units are not subject to sale, assignment, transfer, pledge, hypothecation or encumbrance.

Tax Withholding . Unless alternative arrangements satisfactory to the Company are made, the Company will withhold from the payment for the vested Units shares with a Fair Market Value equal to the minimum amount of any foreign, federal, state, or local income, employment or other taxes imposed on the payment required to be withheld by law. The Fair Market Value will be determined on the Vesting Date.


10.	Binding Effect . Subject to the limitations stated above, this Agreement will be binding upon and inure to the benefit of the Participant's legatees, distributees, and personal representatives and the successors of the Company.

-3-


11.	Change in Capital Structure . The Units will be adjusted as the Committee determines is equitably required in the event of a dividend in the form of stock, spin-off, stock split-up, subdivision or consolidation of shares of Company Stock or other similar changes in capitalization.


12.	Interpretation . This Agreement will be construed under and be governed by the laws of the Commonwealth of Virginia. THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA OR THE CIRCUIT COURT FOR THE COUNTY OF HENRICO WILL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING OUT OF OR RELATED TO THE PLAN OR THIS AGREEMENT.

13.

Code Section 409A . This Agreement is intended to comply with the applicable requirements of Sections 409A(a)(2) through (4) of the Code, and will be interpreted to the extent context reasonably permits in accordance with this intent. The parties agree to modify this Agreement or the timing (but not the amount) of any payment to the extent necessary to comply with Section 409A of the Code and avoid application of any taxes, penalties, or interest thereunder. However, in the event that any amounts payable under this Agreement are subject to any taxes, penalties or interest under Section 409A of the Code or otherwise, the Participant will be solely liable for the payment thereof.


14.	By accepting any benefits under this Agreement, Participant is accepting all the provisions hereof, including without limitation Section 7 hereof.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed as of the award date shown above.



		MARKEL CORPORATION


		By:
			Authorized Officer

-4-