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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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, 2023
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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)
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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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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| Common Stock, no par value | MKL | 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 (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. ☐
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
On May 16, 2023, Markel Corporation (the Company) announced that it will change its corporate name to Markel Group Inc. effective Friday, May 26, 2023 (the Name Change).
On May 15, 2023, the Company filed Articles of Amendment (the Articles of Amendment) with the Virginia State Corporation Commission to amend the Company's Amended and Restated Articles of Incorporation (as amended) to effect the Name Change. The Articles of Amendment will become effective on May 26, 2023. A copy of the Articles of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.
In connection with the Name Change, the Company will amend the Company's Bylaws (the Bylaws), also effective as of May 26, 2023, to update its corporate seal to replace "Markel Corporation" with "Markel Group Inc." No other changes will be made to the Bylaws. A copy of the amendment to the Bylaws is filed as Exhibit 3.2 hereto and incorporated herein by reference.
The Company's common stock will continue to trade on the New York Stock Exchange under the ticker symbol "MKL", and there will be no significant structural or organizational impacts. Outstanding certificates for the Company's shares will not be affected by the name change; they will continue to be valid and need not be exchanged.
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| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release announcing the Name Change is furnished as Exhibit 99.1 hereto.
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| Item 9.01 | Financial Statements and Exhibits. |
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| MARKEL CORPORATION |
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May 16, 2023 | By: | | /s/ Richard R. Grinnan |
| Name: | | Richard R. Grinnan |
| Title: | | Senior Vice President, Chief Legal Officer and Secretary |
ARTICLES OF AMENDMENT
OF
MARKEL CORPORATION
The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, states as follows:
1. The name of the Corporation is Markel Corporation (the “Corporation”).
2. Article I of the Articles of Incorporation of the Corporation is amended to read in its entirety as follows:
ARTICLE I - NAME
The name of the Corporation is Markel Group Inc.
3. The adoption of the amendment was duly approved by the board of directors of the Corporation on February 15, 2023. Shareholder approval of the amendment was not required pursuant to Section 13.1-706(B)(5) of the Code of Virginia.
4. The amendment shall become effective as of 12:01 a.m. Eastern Time on May 26, 2023.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by its authorized officer on May 15, 2023.
MARKEL CORPORATION
By: /s/ Richard R. Grinnan
Richard R. Grinnan
Senior Vice President, Chief Legal Officer and
Secretary (Authorized Officer)
Amendment of Article VIII, Section 1 (Corporate Seal) of the Bylaws
Section 1. Corporate Seal. The corporate seal of the Corporation shall be circular and shall have inscribed thereon, within and around the circumference, "MARKEL GROUP INC.". In the center shall be the word "SEAL".
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| For more information contact: Media Chelsea Rarrick +1 804 965 1618 Chelsea.Rarrick@markel.com
Investors Investor Relations Markel Corporation IR@markel.com
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FOR IMMEDIATE RELEASE
Markel Corporation to change name to Markel Group Inc.
RICHMOND, Va., May 16, 2023 — Markel Corporation (NYSE: MKL) announced today that it will change its name to Markel Group Inc. on Friday, May 26. The company is making the change to provide greater definition around the nature of their holding company, which includes three engines of insurance, investments, and a group of diverse businesses in Markel Ventures.
“Over the last 93 years, Markel has evolved from a regional transportation insurer to a global Fortune 500 family of companies and investments,” said Chief Executive Officer Tom Gayner. “Given the nature of this evolution, we have used the name Markel to refer both to our specialty insurance business and our holding company. This new name for our entire group of companies will help us create greater clarity as we continue to grow each of our three engines.”
Coinciding with this change, Markel Group launched a new website at mklgroup.com. The company will continue to trade on the New York Stock Exchange under the stock ticker symbol MKL, and there will be no significant structural or organizational impacts.
“We chose the name Markel Group because even though we have many different businesses powered by 20,000 people around the globe, we are all part of the same team and we share the values of the Markel Style,” said Gayner. “Together, our three engines form a connected system that is uniquely equipped to help our customers, colleagues, and shareholders win in the long term.”
The company’s global specialty insurance business will continue to operate under the name Markel, as it has for nearly a century. Its primary website will remain markel.com.
About Markel Group
Markel Group Inc. (NYSE: MKL) is a diverse family of companies that includes everything from insurance to bakery equipment, building supplies, houseplants, and more. The leadership teams of these businesses operate with a high degree of independence, while at the same time living the values that we call the Markel Style. Our specialty insurance business sits at the core of our company. Through decades of sound underwriting, the insurance team has provided the capital base from which we built a system of businesses and investments that collectively increase Markel Group’s durability and adaptability. It’s a system that provides diverse income streams, access to a wide range of investment opportunities, and the ability to efficiently move capital to the best ideas across the company. Most importantly though, this system enables each of our businesses to advance our shared goal of helping our customers, associates, and shareholders win over the long term. Visit mklgroup.com to learn more.
