01—Abstract
Summary
Summary of the 8-K filed June 13, 2025. Cited figures are marked; the original filing is the authoritative source.
W.
R. Berkley Corporation held its Annual Meeting of Stockholders on June 11, 2025, and this 8-K reports the results of five matters voted on. Stockholders elected four directors: Ronald E.
Blaylock, Mary C. Farrell, Marie A. Mattson, and Robert A.
Rusbuldt. Their terms run to the 2027 meeting for Blaylock, the 2028 meeting for Farrell and Mattson, and the 2026 meeting for Rusbuldt. Each nominee received substantially more votes for than against, with Rusbuldt receiving the most support.
The most significant corporate action was the approval of an amendment to the restated certificate of incorporation that increases the authorized common stock from 1,250,000,000 to 1,875,000,000 shares. The amendment received 359,000,574 votes for and 12,959,472 against. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2025, with 354,160,488 votes for and 18,064,502 against.
The non-binding say-on-pay advisory vote on named executive officer compensation received 336,306,919 votes for and 10,835,813 against. A stockholder proposal regarding director election resignation governance policy was also presented.
It received 34,358,174 votes for and 316,104,684 against, so stockholders voted heavily against it. The filing's exhibit list includes Exhibit 3.1, the amendment dated June 11, 2025, to the Company's Restated Certificate of Incorporation, as amended.
02—Key points
Key Highlights
- Annual Meeting of Stockholders held June 11, 2025, with four directors elected to terms expiring in 2026, 2027, and 2028.
- Stockholders approved increasing authorized common stock from 1,250,000,000 to 1,875,000,000 shares, with 359,000,574 votes for and 12,959,472 against.
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 354,160,488 votes for and 18,064,502 against.
- The non-binding say-on-pay vote on named executive officer compensation received 336,306,919 votes for and 10,835,813 against.
- The stockholder proposal on director election resignation governance policy received 34,358,174 votes for and 316,104,684 against.
- Rusbuldt received the highest support among the director nominees, with 348,947,436 votes for and 1,928,011 against.
- Exhibit 3.1 is the June 11, 2025 amendment to the Restated Certificate of Incorporation, as amended.
03—Questions
Frequently Asked Questions
Why did the Company seek to increase its authorized common stock?
The filing reports that stockholders voted on a resolution to amend the restated certificate of incorporation to increase authorized common stock from 1,250,000,000 to 1,875,000,000 shares. The filing does not state the Company's reason for the increase.
Which directors were elected, and when do their terms expire?
Ronald E. Blaylock's term expires at the 2027 Annual Meeting, Mary C. Farrell's and Marie A. Mattson's terms expire at the 2028 Annual Meeting, and Robert A. Rusbuldt's term expires at the 2026 Annual Meeting. Each serves until a successor is duly elected and qualified, unless sooner displaced.
Who is the Company's independent registered public accounting firm?
Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 354,160,488 votes for and 18,064,502 against.
How did stockholders vote on executive compensation?
The non-binding say-on-pay advisory vote on the compensation of the named executive officers, as disclosed in the 2025 proxy statement, received 336,306,919 votes for, 10,835,813 against, and 4,011,566 abstentions, with 21,292,357 broker non-votes.
What was the outcome of the stockholder proposal on director resignation policy?
The stockholder proposal regarding director election resignation governance policy received 34,358,174 votes for, 316,104,684 against, and 691,440 abstentions, with 21,292,357 broker non-votes. Stockholders voted heavily against it.
04—Continue