Rli Corp 8-K, filed May 8, 2023
Rli Corp (RLI)
About this 8-K
Rli Corp filed this 8-K on May 8, 2023, reporting on events of May 4, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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The Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | On May 4, 2023, 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 |
| Against |
| Abstentions | | Broker |
Election of Directors: |
| — |
| — |
| ⸺ | | 2,579,745 |
Kaj Ahlmann |
| 34,742,514 | | 5,950,964 | | 139,615 | | 2,579,745 |
Michael E. Angelina |
| 40,168,092 | | 637,845 | | 27,156 | | 2,579,745 |
David B. Duclos | | 39,951,681 | | 848,643 | | 32,769 | | 2,579,745 |
Susan S. Fleming | | 38,666,115 | | 2,061,076 | | 105,902 | | 2,579,745 |
Jordan W. Graham |
| 40,118,353 | | 583,566 | | 131,174 | | 2,579,745 |
Craig W. Kliethermes | | 40,472,388 | | 337,106 | | 23,599 | | 2,579,745 |
Paul B. Medini | | 40,122,161 | | 588,101 | | 122,831 | | 2,579,745 |
Jonathan E. Michael | | 38,845,253 | | 1,948,208 | | 39,632 | | 2,579,745 |
Robert P. Restrepo, Jr. |
| 39,810,998 | | 899,551 | | 122,544 | | 2,579,745 |
Debbie S. Roberts |
| 39,913,500 | | 877,818 | | 41,775 | | 2,579,745 |
Michael J. Stone |
| 39,991,269 | | 632,843 | | 208,981 | | 2,579,745 |
The Board of Directors also appointed David B. Duclos as Lead Independent Director.
2. 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 |
| 38,373,079 | | 2,380,105 | | 79,909 | | 2,579,745 |
3. The proposal to approve the amendment to the Company’s Certificate of Incorporation to include the exculpation of officers, was approved based upon the following votes:
|
|
|
|
|
|
| Broker |
| For |
| Against |
| Abstentions |
| Non-Votes |
| 35,886,787 | | 4,881,007 | | 65,299 | | 2,579,745 |
4. The proposal to approve the 2023 RLI Corp. Long-Term Incentive Plan, was approved based upon the following votes:
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|
|
|
|
|
| Broker |
| For |
| Against |
| Abstentions |
| Non-Votes |
| 38,412,313 | | 2,401,912 | | 18,868 | | 2,579,745 |
5. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was approved based upon the following votes:
|
|
|
|
|
|
| Broker |
| For |
| Against |
| Abstentions |
| Non-Votes |
| 43,348,673 | | 31,057 | | 33,108 | | ⸺ |
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, 2023 | By: | /s/ Jeffrey D. Fick |
| | Jeffrey D. Fick |
| Chief Legal Officer & Corporate Secretary | |