UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 12, 2014
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Markel Corporation
(Exact name of registrant as specified in its charter)
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Virginia | 001-15811 | 54-1959284 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
4521 Highwoods Parkway
Glen Allen, Virginia 23060-6148
(804) 747-0136
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(Former name or former address, if changed since last report.)
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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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 12, 2014, the Compensation Committee of Markel Corporation (the "Company") approved a salary increase for Anne G. Waleski, Chief Financial Officer, from $425,000 to $500,000 annually, effective June 1, 2014. The Board of Directors also approved the appointment of Ms. Waleski as an Executive Vice President of the Company, effective May 12, 2014.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders of the Company was held on May 12, 2014. At the annual meeting, shareholders elected directors to serve until the 2015 Annual Meeting of Shareholders and ratified the selection of KPMG LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the year ending December 31, 2014. With respect to the advisory vote mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, shareholders approved the following resolution:
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed in accordance with Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved."
The results of the meeting were as follows:
Election of Directors
Directors | For | Against | Abstain | Broker Non-Votes | |||||||||||||
J. Alfred Broaddus, Jr. | 10,782,874 | 112,967 | 4,214 | 1,774,345 | |||||||||||||
K. Bruce Connell | 10,869,724 | 24,980 | 5,351 | 1,774,345 | |||||||||||||
Douglas C. Eby | 10,783,200 | 110,467 | 6,388 | 1,774,345 | |||||||||||||
Stewart M. Kasen | 10,622,265 | 272,040 | 5,750 | 1,774,345 | |||||||||||||
Alan I. Kirshner | 10,691,467 | 193,900 | 14,688 | 1,774,345 | |||||||||||||
Lemuel E. Lewis | 10,854,389 | 39,926 | 5,740 | 1,774,345 | |||||||||||||
Anthony F. Markel | 10,815,381 | 80,502 | 4,172 | 1,774,345 | |||||||||||||
Steven A. Markel | 10,824,718 | 71,055 | 4,282 | 1,774,345 | |||||||||||||
Darrell D. Martin | 10,811,462 | 83,039 | 5,554 | 1,774,345 | |||||||||||||
Michael O’Reilly | 10,819,772 | 75,023 | 5,260 | 1,774,345 | |||||||||||||
Jay M. Weinberg | 10,787,999 | 107,515 | 4,541 | 1,774,345 | |||||||||||||
Debora J. Wilson | 10,881,727 | 14,863 | 3,465 | 1,774,345 | |||||||||||||
Ratification of Selection of Independent Registered Accounting Firm
For | Against | Abstain | Broker Non-Votes | |||
12,633,597 | 30,652 | 10,151 | Not applicable | |||
Advisory Vote Approving Compensation of Named Executive Officers
For | Against | Abstain | Broker Non-Votes | |||
9,897,065 | 843,672 | 159,318 | 1,774,345 | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MARKEL CORPORATION | ||||||
Date: May 14, 2014 | By: | /s/ D. Michael Jones | ||||
Name: | D. Michael Jones | |||||
Title: | General Counsel and Secretary | |||||