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: May 13, 2013
(Date of earliest event reported)
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)
(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 13, 2013 the Compensation Committee of Markel Corporation (the “Company”) approved salary increases for the Company’s named executive officers, taking into account increased size and complexity of the Company following its acquisition of Alterra Capital Holdings Limited (“Alterra”) on May 1, 2013 and the work that will be required by these individuals with respect to the integration of Alterra into the Company over the next several years. In addition, the Compensation Committee approved retention awards of restricted stock units to each of the named executive officers other than Steven A. Markel (who has not, at his request, participated in the Company’s equity incentive plans). The purpose of these awards was to assist in assuring the Company of the services of these individuals to oversee the Alterra integration.
The table below sets forth the new base salaries for each of the named executive officers, which went into effect on May 1, 2013, as well as the number of restricted stock units granted to the named executive officers on May 13, 2013. The restricted stock units were granted under the Company’s 2012 Equity Incentive Compensation Plan and, subject to certain conditions, are scheduled to vest on May 13, 2016, with pro rata vesting in the case of death or disability. Each unit represents the right to receive one share of the Company’s common stock upon vesting. See Exhibit 10.1 for the form of Restricted Stock Unit Award Agreement.
|
Name |
Title |
Base Salary
Effective May 1, 2013 |
Restricted Stock Unit
Award |
|||||
| Alan I. Kirshner |
Chairman and CEO |
$ | 900,000 | 3,805 units | ||||
| Steven A. Markel |
Vice Chairman |
$ | 700,000 | N/A | ||||
| F. Michael Crowley |
President and Co-Chief Operating Officer |
$ | 750,000 | 3,805 units | ||||
| Thomas S. Gayner |
President and Chief Investment Officer |
$ | 750,000 | 3,805 units | ||||
| Richard R. Whitt, III |
President and Co-Chief Operating Officer |
$ | 750,000 | 3,805 units | ||||
| Anne G. Waleski |
Chief Financial Officer |
$ | 425,000 | 1,427 units | ||||
On May 13, 2013, the Board of Directors of the Company also approved the recommendation of the Compensation Committee to increase the compensation of the Company’s non-employee directors. Beginning May 13, 2013, each non-employee director is paid an annual retainer fee of $60,000 and the Lead Director is paid an additional annual retainer fee of $20,000. In addition, each non-employee director receives an annual grant of approximately $100,000 in restricted stock. In conjunction with these modifications, on May 13, 2013, each of the Company’s non-employee directors received an annual award of 190 shares of restricted stock under the Company’s 2012 Equity Incentive Compensation Plan.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders of the Company was held on May 13, 2013. At the annual meeting, the shareholders of the Company elected directors to serve until the 2014 Annual Meeting of Shareholders and 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, 2013. The results of the meeting were as follows:
Election of Directors
|
Directors |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
|
J. Alfred Broaddus, Jr. |
7,479,108 | 43,365 | 2,572 | 1,278,364 | ||||||||||||
|
K. Bruce Connell |
7,510,326 | 8,944 | 5,775 | 1,278,364 | ||||||||||||
|
Douglas C. Eby |
7,422,718 | 97,459 | 4,868 | 1,278,364 | ||||||||||||
|
Stewart M. Kasen |
7,401,882 | 118,272 | 4,891 | 1,278,364 | ||||||||||||
|
Alan I. Kirshner |
7,335,593 | 175,359 | 14,093 | 1,278,364 | ||||||||||||
|
Lemuel E. Lewis |
7,511,590 | 9,074 | 4,381 | 1,278,364 | ||||||||||||
|
Anthony F. Markel |
7,423,598 | 98,834 | 2,613 | 1,278,364 | ||||||||||||
|
Steven A. Markel |
7,431,119 | 91,299 | 2,627 | 1,278,364 | ||||||||||||
|
Darrell D. Martin |
5,693,093 | 1,828,049 | 3,903 | 1,278,364 | ||||||||||||
|
Michael O’Reilly |
7,509,509 | 9,638 | 5,898 | 1,278,364 | ||||||||||||
|
Jay M. Weinberg |
7,476,330 | 44,675 | 4,040 | 1,278,364 | ||||||||||||
|
Debora J. Wilson |
7,513,266 | 9,334 | 2,445 | 1,278,364 | ||||||||||||
Ratification of Selection of Independent Registered Accounting Firm
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
8,767,079 |
29,449 | 6,881 | Not applicable |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Form of Restricted Stock Unit Award Agreement (filed herewith). |
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 thereunto duly authorized.
| MARKEL CORPORATION | ||||||
| Date: May 17, 2013 | By: |
/s/ D. Michael Jones |
||||
| Name: | D. Michael Jones | |||||
| Title: | General Counsel and Secretary | |||||
Exhibit Index
| Exhibit | Description | |
| 10.1 | Form of Restricted Stock Unit Award Agreement (filed herewith). | |
Exhibit 10.1
MARKEL CORPORATION
RESTRICTED STOCK UNIT
AWARD AGREEMENT
| AWARDED TO | AWARD DATE | VESTING SCHEDULE 1 | ||||
|
May 13, 2013 |
VESTING DATE |
PERCENTAGE OF UNITS |
||||
| May 13, 2016 | 100% | |||||
MARKEL CORPORATION (the “Company”) grants you (the “Participant”) restricted stock units (“Units”). 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 2012 Equity Incentive Compensation Plan (the “Plan”).
The terms of the award are:
| 1. | Vesting For Units . If the Participant has not separated from service before the Vesting Date, the Units will become vested and nonforfeitable, and the Company will issue to the Participant for each vested Unit a share of Company Stock on that date or as soon as administratively practicable (but in any event no later than 90 days) thereafter. |
| 2. | Forfeiture of Units . If the Participant separates from service before the Vesting Date in circumstances other than as described in this Section 2, any unvested Units will be forfeited. If the Participant dies or incurs a Disability before the Vesting Date, 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 full months from the first anniversary of the Award Date until the date of termination divided by 36, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 4 below. Any remaining unvested Units will be forfeited as of the date of separation. If the Participant separates from service before the Vesting Date, and the Committee determines that forfeiture should not occur because the Participant had an approved separation of service, the unvested Units will become fully vested and non-forfeitable, to the extent determined by the Committee, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 4 below. The determination whether the Participant had an approved separation of service shall be completely in the Committee’s discretion. |
| 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. |
| 3. | 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 4 below. |
| 4. | 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 2 above, other than by reason of death or Disability, or in Section 3, 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 2 or 3 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. |
| 5. | 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. |
| 6. | 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 nonsubstantial 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. The provisions of this Section 6 are material consideration for this Award, which would not have been granted had Participant not agreed to them. |
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| 7. | Transfer Restrictions . The Participant’s rights to the Units are not subject to sale, assignment, transfer, pledge, hypothecation or encumbrance. |
| 8. | Tax Withholding . Unless alternative arrangements are made by the Participant, the Company will withhold from the payment for the vested Units shares with a Fair Market Value equal to any required foreign, federal, state, or local income, employment or other taxes imposed on the payment. The Fair Market Value will be determined on the Vesting Date. |
| 9. | 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. |
| 10. | 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. |
| 11. | 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. |
| 12. | 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. |
| 13. | By accepting any benefits under this Agreement, Participant is accepting all the provisions hereof, including without limitation Section 6 hereof. |
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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed as of the award date shown above.
| MARKEL CORPORATION | ||||||
| By: |
|
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| Authorized Officer | ||||||
| Accepted: | ||||||
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