Item 5.07 Submission of Matters to a Vote of Security Holders.
W. R. Berkley Corporation (the "Company") held its Annual Meeting of
Stockholders on June 15, 2022. The meeting involved: (i) the election of four
directors for terms to expire (a) in the case of nominees W. Robert Berkley, Jr.
and Mark L. Shapiro, at the Company's Annual Meeting of Stockholders to be held
in 2023 and until their respective successors are duly elected and qualified,
and (b) in the case of nominees Ronald E. Blaylock and Mary C. Farrell, at the
Annual Meeting of Stockholders to be held in 2025 and until their respective
successors are duly elected and qualified; (ii) a resolution approving an
amendment to the Company's restated certificate of incorporation to increase the
authorized number of shares of common stock from 750,000,000 to 1,250,000,000;
(iii) a resolution approving, on a non-binding advisory basis, the compensation
of the Company's named executive officers as disclosed in the Company's proxy
statement for the 2022 Annual Meeting of Stockholders pursuant to the
compensation disclosure rules of the U.S. Securities and Exchange Commission, or
"say-on-pay" vote; and (iv) the ratification of the appointment of KPMG LLP as
the Company's independent registered public accounting firm for the fiscal year
ending December 31, 2022.
The directors elected and the final voting results are as follows:
(i) Election of Directors:
Nominee For Against Abstain Broker Non Vote
W. Robert Berkley, Jr. 242,648,988 3,168,156 44,872 13,215,901
Ronald E. Blaylock 196,998,618 48,148,514 714,884 13,215,901
Mary C. Farrell 198,691,880 46,449,313 720,823 13,215,901
Mark L. Shapiro 211,311,704 33,445,405 1,104,907 13,215,901
(ii) Resolution Approving an Amendment to the Company's Restated Certificate of
Incorporation to Increase the Authorized Number of Shares of Common Stock from
750,000,000 to 1,250,000,000:
For Against Abstain
212,198,708 45,963,062 916,147
(iii) Non-Binding Advisory Vote on the Compensation of the Company's Named
Executive Officers ("Say-on-Pay" Vote):
For Against Abstain Broker Non Vote
236,514,529 8,945,457 402,030 13,215,901
(iv) Ratification of the Appointment of KPMG LLP
For Against Abstain
247,428,138 11,588,559 61,220
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 3.1 Amendment, dated June 15, 2022, to the Company's Restated
Certificate of Incorporation, as amended.
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