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Section 1: 8-K (8-K)

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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 7, 2020

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, PeoriaIL

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

    

Trading Symbol

    

Name of each exchange on which registered

Common Stock $0.01 par value

RLI

New York Stock Exchange

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 7, 2020, RLI Corp. (“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

 

36,805,152

783,611

2,894,563

Michael E. Angelina

 

37,268,423

320,340

2,894,563

John T. Baily

 

36,096,154

1,492,609

2,894,563

Calvin G. Butler, Jr.

36,869,965

718,798

2,894,563

David B. Duclos

37,284,838

303,925

2,894,563

Susan S. Fleming

36,584,848

1,003,915

2,894,563

Jordan W. Graham

 

36,902,971

685,792

2,894,563

Jonathan E. Michael

36,946,897

641,866

2,894,563

Robert P. Restrepo, Jr.

 

37,012,946

575,817

2,894,563

Debbie S. Roberts

 

37,337,158

251,605

2,894,563

Michael J. Stone

 

37,307,557

281,206

2,894,563

 

2. The proposal to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation increasing the number of authorized shares of common stock, was approved based upon the following votes:

 

 

 

 

 

 

 

Broker

 

For

 

Against

 

Abstentions

 

Non-Votes

 

38,129,488

2,333,474

20,364

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

 

36,499,793

959,167

129,803

2,894,563

4. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016 was approved based upon the following votes:

 

 

 

 

 

 

 

 

Broker

 

For

 

Against

 

Abstentions

 

Non-Votes

 

39,672,579

742,218

68,529

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.

 

   

 

 

 

RLI CORP.

 

 

 

Date: May 8, 2020

By:

/s/ Jeffrey D. Fick

 

 

Jeffrey D. Fick

 

 

Sr. Vice President, Chief Legal Officer & Corporate Secretary

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