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

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 14, 2018, upon the recommendation of the Compensation Committee, the Board of Directors of Markel Corporation approved the amended and restated Markel Corporation Executive Bonus Plan (the 2018 Plan). The Executive Bonus Plan previously had included provisions so that payments under the plan could qualify for the performance-based exception to the deduction limit under section 162(m) of the Internal Revenue Code of 1986, as amended, including, among others, provisions that:

limited the aggregate maximum amount payable under the plan to any participant for any plan year to the lesser of 250 percent of the participant’s base salary as in effect at the end of the plan year or $3,500,000;

restricted the Committee from decreasing performance criteria after an award has been made;

restricted the Committee from increasing the amount of an award that would otherwise be payable upon achievement of the performance criteria;

required the Committee to certify in writing that performance criteria have been met;

required that all Committee members be “outside directors” as described in Code section 162(m); and

required that the plan be submitted to the Company's shareholders for approval.

The Tax Cuts and Jobs Act, enacted in December 2017, eliminated the performance-based exception to the section 162(m) deduction limit. As a result, the 2018 Plan eliminates the plan provisions relating to that exception that are no longer required.

In addition, the 2018 Plan expands the performance criteria available for use under the plan to include total shareholder return and any other performance criteria that the Compensation Committee may select in its discretion.

The Company cannot currently determine the benefits, if any, to be paid under the 2018 Plan in the future to the officers of the Company, including the Company’s principal executive officers, principal financial officer and other named executive officers. This brief description of the changes included in the 2018 Plan is qualified in its entirety by reference to the full text of the plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 14, 2018, the Board amended and restated the Company's Bylaws, effective as of May 14, 2018 (as amended and restated, the Amended and Restated Bylaws), to implement proxy access for the nomination of directors.

Article I, Section 12 of the Amended and Restated Bylaws now permits a shareholder, or a group of up to 20 shareholders, owning 3% or more of the outstanding shares of the Company's stock eligible to vote in the election of directors continuously for at least three years (for each such shareholder), to nominate and include in the Company's annual meeting proxy materials director candidates to occupy up to two or 20% of the Board seats (whichever is greater), provided that the shareholder or group of shareholders satisfies the requirements under Article I, Section 12 of the Amended and Restated Bylaws.

The Amended and Restated Bylaws also make clarifications, updates and other, non-substantive changes in certain other provisions, including the advance notice provisions in Article I, Section 11.

This brief description of the amendments to the Company's Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Markel Corporation was held on May14, 2018. At the annual meeting, shareholders (i) elected directors to serve until the 2019 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 of Directors as the Company’s independent registered public accounting firm for the year ending December31, 2018.

The results of the meeting were as follows:

Election of Directors

Director

For

Against

Abstain

Broker Non-Votes

J. Alfred Broaddus, Jr.

10,050,028

465,134

10,971

1,881,765

K. Bruce Connell

10,405,069

112,251

8,813

1,881,765

Thomas S. Gayner

9,737,295

775,233

13,605

1,881,765

Stewart M. Kasen

9,932,815

582,408

10,910

1,881,765

Alan I. Kirshner

9,668,462

850,461

7,210

1,881,765

Diane Leopold

10,472,718

46,937

6,478

1,881,765

Lemuel E. Lewis

10,132,263

384,300

9,570

1,881,765

Anthony F. Markel

9,712,008

808,212

5,913

1,881,765

Steven A. Markel

9,434,157

1,086,058

5,918

1,881,765

Darrell D. Martin

9,470,312

1,046,151

9,670

1,881,765

Michael O’Reilly

10,326,657

190,480

8,996

1,881,765

Michael J. Schewel

9,649,004

866,249

10,880

1,881,765

Richard R. Whitt, III

9,999,808

520,471

5,854

1,881,765

Debora J. Wilson

10,405,932

109,785

10,416

1,881,765

Advisory Vote on Approval of Executive Compensation

For

Against

Abstain

BrokerNon-Votes

10,426,032

81,372

18,729

1,881,765

Ratification of Selection of Independent Registered Public Accounting Firm

For

Against

Abstain

BrokerNon-Votes

12,175,904

221,525

10,469

Not applicable

On May 14, 2018, the Board approved a new share repurchase program with immediate effect authorizing the Company to repurchase up to $300 million of the Company's outstanding common stock. This program effectively terminates and replaces a similar program authorized in November2013 under which approximately $176 million of the Company's common stock has been repurchased. Under the new program, as under the previous program, the Company may repurchase outstanding shares of the Company's common stock from time to time in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934. The new program has no expiration date but may be terminated by the Board at any time.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


MARKEL CORP Exhibit
EX-3.1 2 exh31-amendedandrestatedby.htm EXHIBIT 3.1 Exhibit MARKEL CORPORATION BYLAWS(as amended and restated November 19,…
To view the full exhibit click here

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.

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