As filed with the Securities and Exchange Commission on May 17, 2011
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): May 17, 2011
W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
|
Delaware
|
1-15202
|
22-1867895
|
|
(State or other jurisdiction
|
(Commission File
|
(IRS Employer
|
|
of incorporation)
|
Number)
|
Identification No.)
|
475 Steamboat Road, Greenwich, CT 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 629-3000
Not Applicable
(Former name or former address, 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 May 17, 2011. The meeting involved: (i) the election of three directors for terms to expire (a) in the case of nominee Rodney A. Hawes, Jr., at the Company’s Annual Meeting of Stockholders to be held in 2012 and until his successor is duly elected and qualified, and (b) in the case of nominees Jack H. Nusbaum and Mark L. Shapiro, at the Annual Meeting of Stockholders to be held in 2014 and until their respective successors are duly elected and qualified; (ii) a resolution approving the compensation of the Company’s executive officers as disclosed in the Company’s proxy statement for this Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or “say-on-pay” vote, on a non-binding advisory basis, (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, 2011.
The directors elected and the final voting results are as follows:
(i) Election of Directors:
|
Nominee
|
Votes For
|
Votes Withheld
|
Broker Non Vote
|
|
Rodney A. Hawes, Jr
.
|
112,918,570
|
7,278,947
|
10,356,202
|
|
Jack H. Nusbaum
|
112,949,679
|
7,247,838
|
10,356,202
|
|
Mark L. Shapiro
|
113,794,886
|
6,402,631
|
10,356,202
|
|
(ii)
|
Non-Binding Advisory Vote on the Compensation of the Company’s Executive Officers
(“Say-on-Pay Vote”):
|
|
Votes For
|
Votes Withheld
|
Votes Abstained
|
Broker Non Vote
|
|
100,815,310
|
18,650,415
|
731,792
|
10,356,202
|
|
(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
|
Votes Abstained
|
|
66,691,140
|
1,817,542
|
51,565,202
|
123,633
|
(iv) Ratification of the Appointment of KPMG LLP:
|
Votes For
|
Votes Against
|
Votes Abstained
|
|
130,280,989
|
234,370
|
38,360
|
- 2 -
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/ Eugene G. Ballard
|
Name:
|
Eugene G. Ballard
|
|
Title:
|
Senior Vice President –
Chief Financial Officer
|
Date: May 17, 2011