Markel Corporation (NYSE:MKL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Markel Corporation (NYSE:MKL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 15, 2017, the Board of Directors of Markel Corporation (the
Company), upon the recommendation of the Boards Compensation
Committee, approved a change to the form of award agreement used
for performance-based restricted stock units (RSUs) for executive
officers, including the Companys named executive officers. These
awards are made under the Company’s 2016 Stock Incentive
Compensation Plan (the Plan). Subject to specific exceptions,
unvested performance-based RSUs are forfeited upon a separation of
service that occurs prior to the applicable vesting date. The Board
approved an additional vesting exception, which provides that upon
Early Retirement (as defined in the Plan) by an employee with 25
years of continual service unvested performance-based RSUs will
become fully vested and shares will be issued on the otherwise
applicable vesting date.
A copy of the new form of award agreement for performance-based
RSUs is filed as Exhibit 10.1 to this report and is incorporated
herein by reference in response to this item.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Markel Corporation was held
on May 15, 2017. At the annual meeting, shareholders (i) elected
directors to serve until the 2018 Annual Meeting of Shareholders,
(ii) approved an advisory vote on executive compensation and (iii)
ratified the selection of KPMG LLP by the Audit Committee of the
Board of Directors as the Companys independent registered public
accounting firm for the year ending December 31, 2017. With respect
to the advisory vote on the frequency of shareholder advisory votes
approving executive compensation, shareholders were in favor of
holding an advisory vote on executive compensation every year.
The results of the meeting were as follows:
Election of Directors
Directors
For
Against
Abstain
Broker Non-Votes
J. Alfred Broaddus, Jr.
10,354,782
321,660
7,387
1,909,127
K. Bruce Connell
10,592,738
83,637
7,454
1,909,127
Douglas C. Eby
10,361,631
314,549
7,649
1,909,127
Thomas S. Gayner
10,386,663
291,178
5,988
1,909,127
Stewart M. Kasen
10,131,658
544,602
7,569
1,909,127
Alan I. Kirshner
10,252,486
424,520
6,823
1,909,127
Lemuel E. Lewis
10,508,287
168,362
7,180
1,909,127
Anthony F. Markel
10,270,749
406,217
6,863
1,909,127
Steven A. Markel
10,271,836
405,946
6,047
1,909,127
Darrell D. Martin
10,040,974
635,753
7,102
1,909,127
Michael OReilly
10,571,253
105,000
7,576
1,909,127
Michael J. Schewel
10,249,222
426,836
7,771
1,909,127
Jay M. Weinberg
10,425,048
251,754
7,027
1,909,127
Richard R. Whitt, III
10,542,306
134,014
7,509
1,909,127
Debora J. Wilson
10,600,936
75,918
6,975
1,909,127
Advisory Vote on Approval of Executive Compensation
For
Against
Abstain
Broker Non-Votes
10,550,192
116,115
17,522
1,909,127

Advisory Vote on the Frequency of Shareholder Advisory Votes
Approving Executive Compensation
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
9,513,156
196,990
958,713
14,970
1,909,127

Ratification of Selection of Independent Registered Public
Accounting Firm>
For
Against
Abstain
Broker Non-Votes
12,459,219
123,011
10,726
Not applicable

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits
10.1
Form of Performance-Based Restricted Stock Unit Award
Agreement for Executive Officers for the 2016 Equity
Incentive Compensation Plan (revised May 15, 2017)


About Markel Corporation (NYSE:MKL)

Markel Corporation is a financial holding company serving a range of markets. The Company’s principal business markets and underwrites specialty insurance products. The Company monitors and reports its ongoing underwriting operations in three segments: U.S. Insurance, International Insurance and Reinsurance. The Company also owns interests in various industrial and service businesses that operate outside of the specialty insurance marketplace. The U.S. Insurance segment includes all direct business and facultative placements written by its insurance subsidiaries domiciled in the United States. The International Insurance segment includes all direct business and facultative placements written by its insurance subsidiaries domiciled outside of the United States, including its syndicate at Lloyd’s. The Reinsurance segment includes all treaty reinsurance written across the Company. Its non-insurance operations include the results of its legal and professional consulting services.

Markel Corporation (NYSE:MKL) Recent Trading Information

Markel Corporation (NYSE:MKL) closed its last trading session down -1.27 at 943.33 with 18,457 shares trading hands.