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Section 1: 8-K (8-K)

2018 Annual Meeting Voting Results 8-K

 

 

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 3, 2018

 

logo-3

 

RLI Corp.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Illinois

 

001-09463

 

37-0889946

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

9025 North Lindbergh Drive, Peoria, IL

 

61615

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (309) 692-1000

 

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:

 

☐ 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

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 5.07              Submission of Matters to a Vote of Security Holders.

 

(a)

On May 3, 2018,  RLI Corp. (the “Company”) held its annual meeting of shareholders (“Annual Meeting”).

 

(b)

At the Annual Meeting, the Company’s shareholders voted on the following four proposals and cast their votes as described below.

 

1. The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For

 

Withheld

 

Broker
Non-Votes

Election of Directors:

 

 

 

 

Kaj Ahlmann

 

37,393,842

 

219,010

 

3,871,783

Michael E. Angelina

 

37,400,637

 

212,215

 

3,871,783

John T. Baily

 

34,345,868

 

3,266,984

 

3,871,783

Calvin G. Butler, Jr.

 

36,774,173

 

838,679

 

3,871,783

David B. Duclos

 

37,355,750

 

257,102

 

3,871,783

Jordan W. Graham

 

37,099,742

 

513,110

 

3,871,783

Jonathan E. Michael

 

37,156,634

 

456,218

 

3,871,783

Robert P. Restrepo, Jr.

 

37,232,634

 

380,218

 

3,871,783

James J. Scanlan

 

37,404,073

 

208,779

 

3,871,783

Michael J. Stone

 

37,144,111

 

468,741

 

3,871,783

 

 

2. The proposal to approve the reincorporation of the Company from the State of Illinois to the State of Delaware, was approved based upon the following votes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

For

 

Against

 

Abstentions

 

Non-Votes

 

36,178,056

 

1,382,113

 

52,683

 

3,871,783

 

 

3. The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as described in the proxy materials, was approved based upon the following votes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

For

 

Against

 

Abstentions

 

Non-Votes

 

36,878,226

 

588,475

 

146,151

 

3,871,783

 

 

4. The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2018 was approved based upon the following votes: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

For

 

Against

 

Abstentions

 

Non-Votes

 

40,847,899

 

562,114

 

74,622

 

 

Item 8.01              Other Events.

 

On May 3, 2018, the Company announced that the Board approved a quarterly dividend on its common stock of $0.22 per share.  The dividend is payable on June 20, 2018, to shareholders of record as of May 31, 2018.  Furnished as Exhibit 99.1 and incorporated herein by reference is the press release issued by the Company.

 

Item 9.01              Financial Statements and Exhibits.

 

(d) Exhibits

 

5

 

 

Exhibit No.

 

Description

99.1

 

Press Release dated May 3, 2018 regarding dividend.

 

 

This Exhibit is furnished pursuant to Item 8.01 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

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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.

 

 

Pril

 

 

 

RLI CORP.

 

 

 

Date: May 3, 2018

By:

/s/ Jeffrey D. Fick

 

Jeffrey D. Fick

 

Sr. Vice President, Chief Legal Officer

 

 

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Section 2: EX-99.1 (EX-99.1)

2Q18_Press Release_Exhibit991_8K

 

 

 

Exhibit 99.1

 

Picture 77

 


RLI INCREASES REGULAR DIVIDEND FOR 43RD CONSECUTIVE YEAR 

PEORIA, ILLINOIS, May 3, 2018 -- RLI Corp. (NYSE: RLI) – The RLI Corp. board of directors has declared a second quarter regular cash dividend of $0.22 per share, a $0.01 increase over the prior quarter.  The dividend is payable on June 20, 2018, to shareholders of record as of May 31, 2018.   

 

RLI has paid dividends for 168 consecutive quarters and increased dividends in each of the last 43 years.

   

The company’s dividend yield would be 1.39% based on the $0.88 indicated annual dividend and yesterday’s closing stock price of $63.20.  

ABOUT RLI

RLI Corp. (NYSE: RLI) is a specialty insurer serving diverse, niche property, casualty and surety markets. The company provides deep underwriting expertise and superior service to commercial and personal lines customers nationwide. RLI’s products are offered through its insurance subsidiaries RLI Insurance Company, Mt. Hawley Insurance Company and Contractors Bonding and Insurance Company. All of RLI’s subsidiaries are rated A+ “Superior” by A.M. Best Company. To learn more about RLI, visit www.rlicorp.com. 

MEDIA CONTACT 

Aaron Jacoby

Vice President, Corporate Development

309-693-5880

Aaron.Jacoby@rlicorp.com 

 

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