01—Abstract
Summary
Summary of the 8-K filed June 12, 2024. Cited figures are marked; the original filing is the authoritative source.
W.
R. Berkley Corporation held its Annual Meeting of Stockholders on June 12, 2024, and this Item 5.07 report discloses the voting results on three proposals. Stockholders elected six directors: William R.
Berkley, Christopher L. Augostini and Jonathan Talisman, for terms expiring at the 2027 annual meeting; Daniel L. Mosley, for a term expiring in 2026; and Marie A.
Mattson and Mark L. Shapiro, for terms expiring in 2025. Each director received more votes For than Against, though Against votes were substantial for several nominees, most notably Mark L.
Shapiro, who received 32,554,142 Against votes against 204,938,929 For. Stockholders also voted on a non-binding advisory say-on-pay resolution on named executive officer compensation, which received 228,633,428 For votes and 9,218,907 Against votes, with 351,382 abstentions and 13,424,088 broker non-votes.
Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 240,391,919 For votes, 11,063,892 Against votes and 171,994 abstentions. For investors, the filing confirms board composition for the coming years and the stockholder endorsement of the auditor and the executive pay program, while the level of Against votes for certain director nominees is the most notable governance signal in the report.
02—Key points
Key Highlights
- Six directors were elected: William R. Berkley, Christopher L. Augostini and Jonathan Talisman (terms to the 2027 annual meeting), Daniel L. Mosley (term to 2026), and Marie A. Mattson and Mark L. Shapiro (terms to 2025).
- William R. Berkley received 224,766,257 For votes and 13,334,923 Against votes, with 102,537 abstentions.
- Mark L. Shapiro had the highest number of Against votes among nominees at 32,554,142, against 204,938,929 For votes.
- Marie A. Mattson received the most For votes among nominees at 236,651,745, with 804,373 Against votes.
- The non-binding say-on-pay proposal on named executive officer compensation received 228,633,428 For votes and 9,218,907 Against votes.
- KPMG LLP was ratified as the independent registered public accounting firm for fiscal year 2024, with 240,391,919 For votes and 11,063,892 Against votes.
- Broker non-votes of 13,424,088 were recorded on the director elections and the say-on-pay proposal.
03—Questions
Frequently Asked Questions
Who was elected to the W. R. Berkley board at the June 12, 2024 annual meeting?
Six nominees were elected: William R. Berkley, Christopher L. Augostini and Jonathan Talisman, for terms expiring at the 2027 annual meeting; Daniel L. Mosley, for a term expiring at the 2026 annual meeting; and Marie A. Mattson and Mark L. Shapiro, for terms expiring at the 2025 annual meeting. Each serves until a successor is duly elected and qualified, unless sooner displaced.
Did stockholders approve executive compensation?
Stockholders approved the non-binding say-on-pay resolution, with 228,633,428 votes For, 9,218,907 Against, and 351,382 abstentions. There were 13,424,088 broker non-votes.
Which director nominee received the most opposition?
Mark L. Shapiro received the most Against votes, with 32,554,142, compared with 204,938,929 For votes and 710,646 abstentions. Christopher L. Augostini received 19,535,667 Against votes and Daniel L. Mosley received 18,014,064.
Who is W. R. Berkley's independent auditor for 2024?
Stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The vote was 240,391,919 For, 11,063,892 Against and 171,994 abstentions.
04—Continue