W. R. BERKLEY CORPORATION (NYSE:WRB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)Adoption of 2018 Stock Incentive Plan

As described below, on May 31, 2018, at the Annual Meeting of Stockholders held on May31, 2018, the stockholders of W. R. Berkley Corporation (the "Company"), upon recommendation of the Board of Directors of the Company, approved the W. R. Berkley Corporation 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan previously had been approved by the Board of Directors of the Company, subject to stockholder approval. The 2018 Plan is described in greater detail in the Company’s proxy statement for the 2018 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April19, 2018, under the caption “Proposal2: Approval of the 2018 Stock Incentive Plan”. The description of the 2018 Plan contained in such proxy statement is qualified in its entirety by reference to the full text of the 2018 Plan, which is attached as AnnexB thereto and is incorporated herein by reference.

Adoption of Amendment to 2009 Directors Stock Plan

On May 31, 2018, the Board of Directors of the Company approved an amendment to the W. R. Berkley Corporation 2009 Directors Stock Plan, as amended and restated (the“Directors Plan”), to change the formula with respect to automatic grants of awards under the Directors Plan, effective with respect to the automatic grant of awards under the Directors Plan to be made as of the Company's Annual Meeting of Stockholders held on May31, 2018, and until such time as determined otherwise by the Board of Directors. As amended, the Directors Plan provides that each director who continues to serve as a director of the Company after the date of an annual meeting of stockholders will receive an automatic grant of an award of the number of shares of common stock determined by taking the result obtained by dividing $200,000 by the average of the high and low prices of the Company’s common stock reported on the New York Stock Exchange on the business day immediately prior to the date of such annual meeting, rounded up to the next whole share, instead of an automatic grant of an award of 3,000 shares of the Company’s common stock.

The Directors Plan is described in greater detail in the Company’s proxy statement for its 2015 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April20, 2015, under the caption “Proposal 3: Approval of an increase in the number of shares reserved under the W. R. Berkley Corporation 2009 Directors Stock Plan”. The description of the Directors Plan contained in such proxy statement is qualified in its entirety by reference to the full text of the Directors Plan, which is attached as Annex B thereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May31, 2018. The meeting involved: (i) the election of five directors for terms to expire (a) in the case of nominee Leigh Ann Pusey, at the Company’s Annual Meeting of Stockholders to be held in 2019 and until her successor is duly elected and qualified, (b) in the case of nominee María Luisa Ferré, at the Company’s Annual Meeting of Stockholders to be held in 2020 and until her successor is duly elected and qualified, and (c) in the case of nominees William R. Berkley, Christopher L. Augostini and Mark E. Brockbank, at the Annual Meeting of Stockholders to be held in 2021 and until their respective successors are duly elected and qualified; (ii) the approval of the 2018 Plan; (iii) a resolution approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the 2018 Annual Meeting of Stockholders to the compensation disclosure rules of the Securities and Exchange Commission, or “say-on-pay” vote; and (iv) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

The directors elected and the final voting results are as follows:

(i)Election of Directors:

(ii)Approval of the W. R. Berkley Corporation 2018 Stock Incentive Plan:

(iv)Ratification of the Appointment of KPMG LLP

About W. R. BERKLEY CORPORATION (NYSE:WRB)

W. R. Berkley Corporation is an insurance holding company. The Company operates in the three segments of the property casualty insurance business: Insurance-Domestic, Insurance-International and Reinsurance-Global. Its Insurance-Domestic segment includes commercial insurance business, including excess and surplus lines and admitted lines, primarily throughout the United States. Its Insurance-Domestic operating units underwrite commercial insurance business primarily throughout the United States. The Company’s Insurance-International segment includes insurance business primarily in the United Kingdom, Continental Europe, South America, Canada, Scandinavia, Asia and Australia. The Company’s Reinsurance-Global segment includes reinsurance business on a facultative and treaty basis, primarily in the United States, United Kingdom, Continental Europe, Australia, the Asia-Pacific Region and South Africa.