W. R. Berkley Corporation Form 8-K Summary
Business Context and Reporting Period
This filing is a Current Report (Form 8-K) dated May 16, 2017, regarding the Annual Meeting of Stockholders held by W. R. Berkley Corporation on that date. The report details the outcomes of shareholder votes on director elections, executive compensation, and auditor ratification.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance events and voting results rather than financial performance data.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Election of Directors:
- María Luisa Ferré: Elected with 111,149,601 votes For, 345,061 Against, and 66,824 Abstain. Term expires in 2018.
- Jack H. Nusbaum: Elected with 84,201,738 votes For, 27,299,931 Against, and 59,817 Abstain. Term expires in 2020.
- Mark L. Shapiro: Elected with 83,830,657 votes For, 27,670,876 Against, and 59,953 Abstain. Term expires in 2020.
- Say-on-Pay Vote: Shareholders approved the compensation of named executive officers on a non-binding advisory basis with 84,002,547 votes For and 27,446,557 Against.
- Frequency of Say-on-Pay Votes: Shareholders voted to hold say-on-pay votes Every Year (108,402,150 votes) versus every two years (740,825 votes) or every three years (2,374,059 votes). The next advisory vote on frequency will occur no later than the 2023 Annual Meeting.
- Auditor Ratification: The appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017, was ratified with 117,934,694 votes For and 486,790 Against.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management commentary on financial outlook, specific risks, contingencies, or unusual items. The document is limited to reporting the results of the shareholder meeting.
Key Facts for Investor Verification
- Three directors were elected, with María Luisa Ferré serving a one-year term and Jack H. Nusbaum and Mark L. Shapiro serving three-year terms.
- Shareholders approved annual say-on-pay votes, requiring the company to hold this advisory vote every year until at least 2023.
- KPMG LLP was ratified as the independent auditor for the 2017 fiscal year.
- Significant broker non-votes (6,896,237) were recorded across all proposals, indicating shares held by brokers where no voting instruction was received.