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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 (Date of earliest event reported): June 14, 2023
Commission File Number
1-15202


     W. R. BERKLEY CORPORATION     
(Exact name of registrant as specified in its charter)

Delaware22-1867895
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)
  
475 Steamboat RoadGreenwichConnecticut06830
(Address of principal executive offices)(Zip Code)
(203)629-3000
(Registrant’s telephone number, including area code)
None
Former name, former address and former fiscal year, 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))
Title of Each Class Trading Symbol Name of Each Exchange
on Which Registered
Common Stock, par value $.20 per share WRB New York Stock Exchange
5.700% Subordinated Debentures due 2058 WRB-PE New York Stock Exchange
5.100% Subordinated Debentures due 2059WRB-PFNew York Stock Exchange
4.250% Subordinated Debentures due 2060WRB-PGNew York Stock Exchange
4.125% Subordinated Debentures due 2061WRB-PHNew York Stock Exchange

        

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company     ☐    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐    

        

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 14, 2023. The meeting involved: (i) the election of four directors for terms to expire (a) in the case of nominees W. Robert Berkley, Jr. and María Luisa Ferré, at the Company’s Annual Meeting of Stockholders to be held in 2026 and until their respective successors are duly elected and qualified, unless sooner displaced, and (b) in the case of nominees Daniel L. Mosley and Mark L. Shapiro, at the Annual Meeting of Stockholders to be held in 2024 and until their respective successors are duly elected and qualified, unless sooner displaced; (ii) 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 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or “say-on-pay” vote; (iii) the frequency with which say-on-pay votes should be held in the future, on a non-binding advisory basis; 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, 2023.
The directors elected and the final voting results are as follows:
(i)    Election of Directors:
Nominee
For
Against
Abstain
Broker Non Votes
W. Robert Berkley, Jr.
197,785,682 38,141,239 115,18416,466,509
María Luisa Ferré190,284,846 45,554,281 202,97816,466,509
Daniel L. Mosley
233,925,260 1,757,597 359,24816,466,509
Mark L. Shapiro167,173,831 68,663,642 204,63216,466,509
(ii)    Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say-on-Pay” Vote):
For
Against
Abstain
Broker Non Votes
224,376,1918,893,1312,772,78316,466,509
(iii)    Non-Binding Advisory Vote on the Frequency with Which Say-on-Pay Votes should be held in the Future:
Every Year
Every Two Years
Every Three Years
Abstain
233,457,628203,0902,177,679203,708
In light of such voting results, the Company will hold say-on-pay votes every year until the next advisory vote on the frequency of such votes which, in accordance with applicable law, will occur no later than the Company’s Annual Meeting in 2029.
(iv)    Ratification of the Appointment of KPMG LLP:
For
Against
Abstain
241,140,28211,219,533148,799


        

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
W. R. BERKLEY CORPORATION


By:/s/ Richard M. Baio
Name:Richard M. Baio
Title:Executive Vice President-
Chief Financial Officer



Date: June 16, 2023




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