(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (i804)
i747-0136
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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, no par value
iMKL
iNew
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company i☐
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 5.02
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 11, 2021, Markel Corporation (the Company) received notice that Oscar Guerrero, the Company’s principal accounting officer, is resigning from the Company to pursue an opportunity at Nationwide as its Senior Vice President and Chief Financial Officer of the Property and Casualty operations. Mr. Guerrero’s last day with the Company will be May
31, 2021.
Upon Mr. Guerrero’s departure, Jeremy A. Noble, the Company’s Senior Vice President and Chief Financial Officer, will assume the Company’s principal accounting officer functions, duties and responsibilities. Additional information regarding Mr. Noble can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under “Information About Our Executive Officers”.
Item
5.07
Submission of Matters to a Vote of Security Holders.
At the Company's 2021 Annual Meeting of Shareholders (the 2021 Annual Meeting) held on May 10, 2021, shareholders (i) elected directors to the Company's Board of Directors (the Board) to serve until the Company's 2022 Annual Meeting of Shareholders or until their respective successors are elected, (ii) approved an advisory vote on executive compensation, and (iii) ratified the selection of KPMG LLP by the Audit Committee of the Board as the
Company’s independent registered public accounting firm for the year ending December 31, 2021. The results of the 2021 Annual Meeting were as follows:
Election of Directors
Director
For
Against
Abstain
Broker
Non-Votes
Mark M. Besca
10,153,680
36,885
5,302
1,483,151
K. Bruce Connell
10,107,909
82,783
5,175
1,483,151
Thomas
S. Gayner
9,507,726
629,501
58,640
1,483,151
Greta J. Harris*
10,180,671
10,533
4,663
1,483,151
Diane Leopold
10,098,941
92,451
4,475
1,483,151
Lemuel
E. Lewis
9,908,908
281,356
5,603
1,483,151
Anthony F. Markel
9,773,677
417,324
4,866
1,483,151
Steven A. Markel
9,649,822
541,379
4,666
1,483,151
Harold
L. Morrison, Jr.
10,113,678
76,702
5,487
1,483,151
Michael O'Reilly
9,954,602
235,697
5,568
1,483,151
A. Lynne Puckett
10,151,585
38,834
5,448
1,483,151
Richard
R. Whitt, III
10,066,439
123,956
5,472
1,483,151
* Ms. Harris, who was not a member of the Board prior to the 2021 Annual Meeting, will serve on the Board’s Audit Committee and Nominating/Corporate Governance Committee.
Advisory Vote
on Approval of Executive Compensation
For
Against
Abstain
Broker Non-Votes
9,910,834
270,600
14,433
1,483,151
Ratification
of Selection of Independent Registered Public Accounting Firm
For
Against
Abstain
Broker Non-Votes
11,122,132
498,110
58,776
N/A
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.