Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - MARKEL CORP | exhibit102espp.htm |
| EX-10.1 - EXHIBIT 10.1 - MARKEL CORP | exhibit101equityplan.htm |
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 16, 2016
______________________________________________
Markel Corporation
(Exact name of registrant as specified in its charter)
______________________________________________
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.)
______________________________________________
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. |
At the Annual Meeting of Shareholders of Markel Corporation (the “Company”) held on May 16, 2016, the shareholders of the Company approved the Company’s 2016 Equity Incentive Compensation Plan (the “Equity Plan”) and 2016 Employee Stock Purchase and Bonus Plan (the “Stock Purchase Plan”). Descriptions of the Equity Plan and the Stock Purchase Plan are set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 24, 2016. Those descriptions are qualified in their entirety by reference to the full text of the Equity Plan and the Stock Purchase Plan, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Shareholders of the Company was held on May 16, 2016. At the annual meeting, shareholders (i) elected directors to serve until the 2017 Annual Meeting of Shareholders, (ii) approved the 2016 Equity Incentive Compensation Plan, (iii) approved the 2016 Employee Stock Purchase and Bonus Plan and (iv) 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, 2016. The results of the meeting were as follows:
Election of Directors
Directors | For | Against | Abstain | Broker Non-Votes | |||||||||||||
J. Alfred Broaddus, Jr. | 9,811,224 | 730,710 | 6,131 | 1,970,902 | |||||||||||||
K. Bruce Connell | 10,457,902 | 83,578 | 6,585 | 1,970,902 | |||||||||||||
Douglas C. Eby | 10,214,342 | 325,647 | 8,076 | 1,970,902 | |||||||||||||
Stewart M. Kasen | 10,096,867 | 444,366 | 6,832 | 1,970,902 | |||||||||||||
Alan I. Kirshner | 10,087,373 | 455,217 | 5,475 | 1,970,902 | |||||||||||||
Lemuel E. Lewis | 10,370,409 | 171,599 | 6,057 | 1,970,902 | |||||||||||||
Anthony F. Markel | 10,101,437 | 441,587 | 5,041 | 1,970,902 | |||||||||||||
Steven A. Markel | 10,100,861 | 442,160 | 5,044 | 1,970,902 | |||||||||||||
Darrell D. Martin | 10,101,442 | 440,844 | 5,779 | 1,970,902 | |||||||||||||
Michael O’Reilly | 10,332,004 | 209,201 | 6,860 | 1,970,902 | |||||||||||||
Michael J. Schewel | 9,772,974 | 767,304 | 7,787 | 1,970,902 | |||||||||||||
Jay M. Weinberg | 10,270,280 | 270,507 | 7,278 | 1,970,902 | |||||||||||||
Debora J. Wilson | 10,431,611 | 111,958 | 4,496 | 1,970,902 | |||||||||||||
Approval of the 2016 Equity Incentive Compensation Plan
For | Against | Abstain | Broker Non-Votes | |||
10,181,197 | 312,283 | 54,585 | 1,970,902 | |||
Approval of the 2016 Employee Stock Purchase and Bonus Plan
For | Against | Abstain | Broker Non-Votes | |||
10,455,026 | 34,357 | 58,682 | 1,970,902 | |||
Ratification of Selection of Independent Registered Public Accounting Firm
For | Against | Abstain | Broker Non-Votes | |||
12,433,390 | 76,677 | 8,900 | Not applicable | |||
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
10.1 | 2016 Equity Incentive Compensation Plan |
10.2 | 2016 Employee Stock Purchase and Bonus Plan |
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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 hereunto duly authorized.
Date: May 19, 2016 | MARKEL CORPORATION | |||||
By: | /s/ Richard R. Grinnan | |||||
Name: | Richard R. Grinnan | |||||
Title: | General Counsel and Secretary | |||||
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Exhibit Index
Exhibit | Description |
10.1 | 2016 Equity Incentive Compensation Plan |
10.2 | 2016 Employee Stock Purchase and Bonus Plan |
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