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Section 1: 8-K (8-K)

New_Board_Members_8K_18

 

 

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):  August 14, 2018

 

logo-3

 

RLI Corp.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d)  On August 14, 2018, the RLI Corp. (“RLI”) Board of Directors (“Board”) appointed Susan S. Fleming, Ph.D. and Debbie S. Roberts as members of the Board, effective August 14, 2018. Ms. Fleming will serve as a  member of the Board’s Nominating/Corporate Governance and Finance and Investment Committees and Ms. Roberts will serve as  a member of the Board’s Audit and Strategy Committees.  The Board has determined that Ms. Fleming and Ms. Roberts are both independent directors under applicable rules of the New York Stock Exchange. Ms. Fleming and Ms. Roberts will stand for election at RLI’s next annual shareholders’ meeting in May 2019.

 

As non-employee members of the Board, Ms. Fleming and Ms. Roberts will receive compensation pursuant to RLI’s standard arrangements for non-employee directors.

 

Furnished as Exhibit 99.1 and incorporated herein by reference is a copy of the press release issued by RLI relating to the appointment of Ms. Fleming and Ms. Roberts as directors.

 

Item 9.01              Financial Statements and Exhibits.

 

(d) Exhibits

 

5

 

 

Exhibit No.

 

Description

99.1

 

Press Release dated August 15, 2018.

 

 

This Exhibit is furnished pursuant to Item 5.02 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: August 16, 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)

Press Release_Exhibit991_8K

 

 

 

Exhibit 99.1

 

Picture 77

 


SUSAN S. FLEMING, PH.D. AND DEBBIE S. ROBERTS

APPOINTED TO RLI BOARD OF DIRECTORS 

PEORIA, ILLINOIS, August 15, 2018 -- RLI Corp. (NYSE: RLI) – RLI Corp. announced today that Susan S. Fleming, Ph.D. and Debbie S. Roberts have been appointed to its board of directors, effective August 14, 2018 for a term expiring at RLI’s next shareholders’ meeting in May 2019, at which time they will stand for re-election.

Fleming is Senior Lecturer at the School of Hotel Administration at Cornell University. She has extensive financial services and investment experience through previous roles with Capital Z Financial Services Partners, Insurance Partners Advisors, L.P. and Morgan Stanley & Co. She earned a doctorate degree in Management and Organizations and a master’s degree in Management and Organizations, both from Cornell University and a bachelor’s degree in Economics and Asian Studies from the University of Virginia.

Roberts is retired President East Zone for McDonald’s Corporation. Over her 28 years with McDonald’s Corporation, she served in various leadership roles in operations, marketing and finance. She previously held various accounting roles at Inland Steel. Roberts earned a bachelor’s degree in Accounting from the University of Illinois at Urbana-Champaign and is a CPA.

“We are pleased to welcome Susan and Debbie to our Board of Directors,” said RLI Corp. Chairman & CEO Jonathan E. Michael. “They are both accomplished leaders that bring a wealth of experience, talent and valuable perspective to RLI. We are confident they will add great value to our organization and look forward to working with them.”

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. RLI has increased dividends for 43 consecutive years and delivered underwriting profits for 22 consecutive years. 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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