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, 2021. The meeting involved: (i) the election of five
directors for terms to expire (a) in the case of nominees William R. Berkley,
Christopher L. Augostini and Jonathan Talisman, at the Company's Annual Meeting
of Stockholders to be held in 2024 and until their respective successors are
duly elected and qualified, (b) in the case of nominee Mark E. Brockbank, at the
Annual Meeting of Stockholders to be held in 2023 and until his successor is
duly elected and qualified, (c) in the case of nominee Mark L. Shapiro, at the
Annual Meeting of Stockholders to be held in 2022 and until his successor is
duly elected and qualified; (ii) a resolution approving an increase in the
number of shares reserved under the Company's 2009 Directors Stock Plan, as
amended and restated, by 150,000 shares; (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 2021 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, 2021.
The directors elected and the final voting results are as follows:
(i) Election of Directors:
Nominee
For Against Abstain Broker Non-Vote
William R. Berkley 154,727,593 8,225,602 689,399 8,871,309
Christopher L. Augostini 154,412,380 8,515,911 714,303 8,871,309
Mark E. Brockbank 131,905,447 31,023,816 713,331 8,871,309
Mark L. Shapiro 142,938,469 19,998,486 705,639 8,871,309
Jonathan Talisman 154,410,126 8,515,417 717,051 8,871,309
(ii) Resolution Approving an Increase in the Number of Shares Reserved Under the
Company's 2009 Directors Stock Plan, as Amended and Restated, by 150,000
Shares:
For Against Abstain Broker Non-Vote
161,118,785 1,785,425 738,384 8,871,309
(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
155,681,015 7,205,136 756,443 8,871,309
(iii) Ratification of the Appointment of KPMG LLP:
For Against Abstain
165,238,394 6,521,403 754,106
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