MARKEL CORP (Form: 8-K, Received: 11/20/2017 17:03:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): November 15, 2017

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Markel Corporation

(Exact name of registrant as specified in its charter)

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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
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (804) 747-0136

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 November 15, 2017, Anne G. Waleski, the Executive Vice President and Chief Financial Officer of Markel Corporation (the “Company”), informed the Company of her plan to transition from her role as Chief Financial Officer of the Company by the end of the first quarter of 2019. She will be succeeded by Jeremy A. Noble, currently the Finance Director of Markel International. Over the course of 2018 and the first quarter of 2019, the Company plans to transition the duties and responsibilities of the Chief Financial Officer to Mr. Noble.

Also, on November 15, 2017, F. Michael Crowley, the Company’s Vice Chairman, informed the Company of his plan to retire on December 31, 2017. During a period that will span through the end of 2018, Mr. Crowley will transition his duties and responsibilities as well as his relationships with key producers and clients to designated employees of the Company. Beginning in 2019, Mr. Crowley has agreed to consult for the Company.

On November 16, 2017, the Company entered into a letter agreement with Mr. Crowley, which was approved by the Company’s Compensation Committee, that memorializes an arrangement whereby he will transition his duties and responsibilities post-retirement to others at the Company during 2018 and an arrangement whereby he will provide consulting services to the Company beginning in 2019.

During the transition period, Mr. Crowley will advise, counsel and assist in the transition of his duties and responsibilities to designated employees of the Company. In particular, he will facilitate the transition of the Company’s material business partner relationships of which he has current responsibility and oversight to designated employees of the Company. For 2018, (i) his base salary will be the same as his base salary during 2017 (paid bi-weekly), (ii) his performance-based short-term bonus opportunity will be the same as for 2017 based upon the performance criterion set by the Compensation Committee for those participating in the short-term bonus program for 2018 (to be paid in cash during the first quarter of 2019, if and to the degree performance criterion are met), and (iii) his performance-based long-term bonus opportunity will be the same as for 2017 based upon the performance criterion set by the Compensation Committee for those participating in the long-term restricted stock unit program for 2018 (to be paid in cash during the first quarter of 2019, if and to the degree performance criterion are met). During the transition period he will receive benefits no less favorable to the benefits he had immediately prior to the day he retired.

Mr. Crowley’s consulting arrangement will initially run from January 1, 2019 through December 31, 2021, and will automatically renew for additional one-year periods unless terminated by either party upon 45 day’s prior notice. Under the consulting arrangement, Mr. Crowley will receive an annual retainer of $150,000 and will make himself reasonably available to the Company, to advise, counsel, assist and represent the Company as requested.

The letter agreement also includes customary provisions for termination for cause, noncompetition, non-solicitation and confidentiality. This description of Mr. Crowley’s letter agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the letter agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference.

Copies of the Company’s press releases announcing the Company’s Chief Financial Officer succession plan and Mr. Crowley’s retirement are filed as Exhibits 99.1 and 99.2 to this report and are incorporated into this Item 5.02 by reference.



Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number	Description of Exhibit

10.1	Letter Agreement, dated November 16, 2017, between Markel Corporation and F. Michael Crowley

99.1	Press Release, dated November 16, 2017, announcing CFO succession plan

99.2	Press Release, dated November 16, 2017, announcing retirement of F. Michael Crowley

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.



	MARKEL CORPORATION

November 20, 2017	By:	/s/ Richard R. Grinnan
	Name:	Richard R. Grinnan
	Title:	General Counsel and Secretary

Exhibit 10.1

F. Michael Crowley

[ADDRESS REDACTED]

Dear Mike:

This Letter Agreement by and between you and Markel Corporation (the “Company”) is entered into this 16 ^th day of November to memorialize the terms of (i) an arrangement whereby you will transition your duties and responsibilities post-retirement to others at the Company (the “Transition Arrangement”) and (ii) an arrangement whereby you will provide consulting services to the Company on an on-going basis (the “Consulting Arrangement”).


Transition Period:	The Transition Arrangement will begin on January 1, 2018, the day after the date you announced as your retirement date, December 31, 2017, and will extend through December 31, 2018.

Duties during the

Transition Period:

During the Transition Period you will advise, counsel and assist in the transition of your duties and responsibilities to designated employees of the Company. In particular, you will facilitate the transition of the Company’s material business partner relationships of which you have current responsibility and oversight to designated employees of the Company. As your duties and responsibilities are transitioned you shall continue to carry out the Company’s business objectives of which you have current responsibility and oversight. You agree to spend the requisite time necessary to accomplish these objectives, including attending meetings with existing and prospective business partners and industry events on behalf of the Company as requested. You acknowledge that satisfying these duties and responsibilities shall include travel outside of Richmond, Virginia. You also agree to make yourself reasonably available to the Company to advise, counsel, assist and represent the Company as requested, providing advance notice of any dates you may be unavailable (e.g. vacation dates).

Compensation during

Transition Period:

During the Transition Period, (i) your base salary shall be the same as your base salary during 2017 (paid bi-weekly), (ii) your performance-based short-term bonus opportunity for 2018 shall be the same as for 2017 based upon the performance criterion set by the Compensation Committee for those participating in the short-term bonus program for 2018 (to be paid in cash during the first quarter of 2019, if and to the degree performance criterion are met), and (iii) your performance-based long-term bonus opportunity for 2018 shall be the same as for 2017 based upon the performance criterion set by the Compensation Committee for those participating in the long-term restricted stock unit program for 2018 (to be paid in cash during the first quarter of 2019, if and to the degree performance criterion are met).

Markel Corporation

4521 Highwoods Parkway, Glen Allen, VA 23060-9817 (800) 446-6671 (804) 747-0136

www.markelcorp.com

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F. Michael Crowley

Benefits during


Transition Period:	During the Transition Period the Company shall provide you with benefits no less favorable to the benefits you had immediately prior to the day you retired.

Consulting Period:

The Consulting Arrangement will begin on January 1, 2019, and will initially run through December 31, 2021 (the “Initial Consulting Period”) and shall automatically renew for additional one year periods (each a “Successive Consulting Period”) unless otherwise terminated by either party at least 45 days prior to the end of the Initial Consulting Period or any Successive Consulting Period, as applicable (each a “Consulting Period”).

Duties during the


Consulting Period:	During the Consulting Period you will make yourself reasonably available to the Company, to advise, counsel, assist and represent the Company as requested, providing advance notice of any dates you may be unavailable (e.g. vacation dates).

Compensation during


Consulting Period:	An annual retainer fee of $150,000 will be paid to you promptly in four equal quarterly installments, on or after January 1, April 1, July 1 and October 1, during the Initial Consultancy Period and each Successive Consultancy Period, as applicable.

Benefits during


Consulting Period:	There will be no benefits provided during the Consulting Period.

Termination

for Cause:

During the Transition Period and the Consulting Period, as applicable, the Company may by action of the Executive Chairman or Board of Directors elect to terminate the Company’s obligations under this Letter Agreement for “Cause.” Termination for Cause shall be made upon 30 days’ written notice, and upon expiration of the 30-day notice period, all obligations of the Company to you shall cease, though monies owed and benefits due through the expiration of the 30-day notice period will be paid and provided. Cause is defined as (i) continued and deliberate neglect by you, after receipt of notice thereof, of your duties as specified herein, as the case may be, other than as a result of a physical or mental disability; (ii) conduct by you which may result in material injury to the reputation of the Company, including by way of example but not limitation, commission of a felony, bankruptcy, insolvency or general assignment for the benefit of creditors; (iii) active disloyalty such as aiding a competitor, including but not limited to, violating the non-compete and non-solicit obligations set forth below; and (iv) your breach of confidentiality or trade secret obligations owing to the Company as described below.

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F. Michael Crowley

Non-Compete

and Non-Solicit:

As consideration for and to induce you to enter into this Letter Agreement, you agree that during the Transition Period and for a period of twelve months thereafter, unless otherwise mutually agreed to in writing by the parties, you may not (i) directly or indirectly serve in an executive or sales position for an entity that competes with the Company or its subsidiaries or (ii) solicit or hire for employment, directly or indirectly, employees of the Company or its subsidiaries.

Confidentiality

and Trade Secret


Obligations:	As consideration for and to induce you to enter into this Letter Agreement, you agree that:

(A)

All information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by you or by the Company or any of its subsidiaries or corporate affiliates before or during the term of this Letter Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. Confidential Information does not include information which (i) is or was already in your possession before the Transition Period and Consulting Period, as applicable, as well as your employment with the Company or, (ii) becomes generally available to the public other than as a result of a disclosure by you, or (iii) becomes available to you on a non-confidential basis from a source other than the Company, provided that such source is not known to you to be bound by a confidentiality agreement or other obligation of secrecy with respect to such information.

(B)

All records of and materials relating to Confidential Information or other information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by you or by the Company or any of its subsidiaries or corporate affiliates before your employment with the Company and during the Transition Period and Consulting Period, as applicable, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be.


(C)	Except in the regular course of carrying out your responsibilities and duties during the Transition Period or Consulting Period, as applicable, or as the

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F. Michael Crowley

Company may expressly authorize or direct in writing, you shall not, during or after the Transition Period or the Consulting Period, as applicable, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. You further agree that during the term of the Transition Period and Consulting Period, as applicable, you shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to Confidential Information or other information and that upon the termination of the Transition Period or Consulting Period, as applicable, shall deliver the same to the Company and its subsidiaries and corporate affiliates.

Reporting


Relationship:	During the Transition Period and during the Consulting Period, as applicable, your reporting relationship will be to the Executive Chairman of the Company.

Office/Computer/

Phone/Secretarial


Services:	During the Transition Period and during the Consulting Period, as applicable, an office, computer and phone will be made available to you as well as secretarial and administrative services which will be provided by your current assistant.


Expenses:	During the Transition Period and during the Consulting Period, as applicable, documented expenses incurred by you on behalf the Company shall be reimbursed.

Survival:

The agreements made by you under the headings “Non-Compete and Non-Solicit” and “Confidentiality and Trade Secrets Obligations” shall survive termination of this Letter Agreement and the Transition Period and Consulting Period, as applicable. Each such agreement made by you shall be construed as an agreement independent of any other provision of this Letter Agreement, and the existence of any claim or cause of action by you against the Company shall not constitute a defense to the enforcement of the agreements. You acknowledge and agree that the Company will sustain irreparable injury in the event of a breach or threatened breach by you of those agreements and that the Company does not and will not have any adequate remedy at law for such breach or threatened breach. Accordingly, you agree that if you breach or threaten to breach any such covenant or agreement, the Company shall be entitled to immediate injunctive relief. The foregoing shall not, however, be deemed to limit the Company’s remedies at law or in equity for any such breach or threatened breach.

Governing Law


and Venue:	This Letter Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia (without giving effect to its choice of law principles) and any suit, action or proceeding arising out of this Letter

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F. Michael Crowley

Agreement shall be instituted in the federal or state courts located in Richmond, Virginia.

Acknowledgement


and Agreement:	You hereby acknowledge and agree that your voluntary termination of employment satisfies the provision of Section 6(a) of the Amended and Restated Executive Employment Agreement dated February 2, 2009 between you and the Company which thereby releases the Company’s obligations to you under such agreement.

Michael, we are so very grateful for your many years of dedicated service and the value of the many contributions you have made. We appreciate your willingness to make yourself available to the Company in the years to come.

Please acknowledge your acceptance of these terms and conditions by signing below.

Sincerely,

/s/Alan I. Kirshner

Alan I. Kirshner

Chairman of the Board and Executive Chairman

Seen and agreed to:

/s/ F. Michael Crowley

F. Michael Crowley

Exhibit 99.1

For more information contact:

Bruce Kay
Markel Corporation

804-747-0136

bkay@markelcorp.com

FOR IMMEDIATE RELEASE

MARKEL ANNOUNCES CFO SUCCESSION PLAN

Richmond, VA, November 16, 2017 --- Markel Corporation (NYSE:MKL) today announced that Anne G. Waleski, the Company’s Executive Vice President and Chief Financial Officer, plans to transition from her role as Chief Financial Officer of the Company by the end of the first quarter of 2019. She will be succeeded by Jeremy A. Noble, currently the Finance Director of Markel International. Over the course of 2018 and the first quarter of 2019, the Company plans to transition the duties and responsibilities of the Chief Financial Officer to Mr. Noble.

Richard R. Whitt, III, the Company’s Co-Chief Executive Officer, commented, “Anne and I have worked closely together almost from the day she joined Markel. The significant success we have enjoyed at Markel is a direct result of Anne’s many contributions. I want to thank Anne for her willingness to work with Jeremy and our finance team over the next year to assure a smooth transition. We are very fortunate to have a deep bench of talented professionals. Finally, we are excited for Anne as she makes more time to pursue her many other passions.”

Ms. Waleski, 50, has been the Company’s Chief Financial Officer since 2010, and was promoted to Executive Vice President in 2014. She joined the Company in 1993 and served in several management positions before being named the Company’s Treasurer in 2003.

“Jeremy is a great choice for the role of Chief Financial Officer,” said Mr. Whitt. “Like Anne, Jeremy has spent a large portion of his career at Markel. He possesses a wealth of knowledge and experience across the various disciplines of accounting, audit, and finance, as well as deep understanding of our various operations, both domestically and internationally, including insurance and Markel Ventures. We look forward to working more closely with him as he assumes his new role.”

Jeremy Noble, 41, has served as the Finance Director for Markel International since June 2015. He joined Markel in 2002 and held various roles in the Company’s Accounting and Finance Department, including Assistant Controller, before becoming the Company’s Managing Director of Internal Audit in 2011, a position he held until 2015. He earned a Bachelor of Science degree in business administration from the University of Richmond. He is a certified public accountant.

About Markel Corporation

Markel Corporation is a diverse financial holding company serving a variety of niche markets. The Company’s principal business markets and underwrites specialty insurance products. In each of the Company’s businesses, it seeks to provide quality products and excellent customer service so that it can be a market leader. The financial goals of the Company are to earn consistent underwriting and operating profits and superior investment returns to build shareholder value. Visit Markel Corporation on the web at www.markelcorp.com.

Exhibit 99.2

For more information contact:

Bruce Kay
Markel Corporation

804-747-0136

bkay@markelcorp.com

FOR IMMEDIATE RELEASE

MARKEL ANNOUNCES CROWLEY RETIREMENT

Richmond, VA, November 16, 2017 --- Markel Corporation (NYSE:MKL) today announced that F. Michael Crowley, the Company’s Vice Chairman, informed the Company of his plan to retire on December 31, 2017. During a period that will span through the end of 2018, Mike will transition his duties and responsibilities as well as his relationships with key producers and clients to designated employees of the Company. Beginning in 2019, Mike has agreed to consult for the Company.

Alan I. Kirshner, the Company’s Executive Chairman and Chairman of the Board remarked, “Markel is so fortunate to have benefited from Mike’s industry knowledge, managerial experience, and relationships throughout the insurance industry. He truly has contributed much to Markel’s success. We wish him the best in his retirement.”

Mr. Crowley, 66, oversees the sales and marketing, producer and client relationships and distribution strategy of the Company. Prior to being named Vice Chairman in August 2016, Mr. Crowley served as the President and Co-Chief Operating Officer of Markel Corporation from May 2010 to December 2015. In this role, he had oversight for Markel’s U.S. Wholesale and Specialty insurance operations, Global Insurance, Product Line Group, Human Resources, and Corporate Marketing. Mr. Crowley joined Markel in February 2009 as President of Markel Specialty and he served in that role until April 2010.

Prior to joining Markel, Mr. Crowley served as President of Willis/HRH North America and as President and Chief Operating Officer of Hilb, Rogal & Hobbs, which was acquired by Willis in 2008. He began his insurance career in 1974 with Johnson & Higgins. In 1991, Mr. Crowley joined Palmer and Cay, a large privately owned insurance broker based in Savannah, Georgia, where he served as President and Chief Operating Officer, prior to being named Vice Chairman.

About Markel Corporation