RLI 8-K
Rli Corp (RLI)
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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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 14, 2026, RLI Corp. (“Company”) held its annual meeting of shareholders (“Annual Meeting”). |
| (b) | At the Annual Meeting, the Company’s shareholders voted on the following three 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: |
| — |
| — |
| ⸺ | ||
Michael E. Angelina |
| 78,507,328 | 1,612,913 | 206,427 | 5,878,022 | |||
David B. Duclos | 76,323,589 | 3,345,034 | 658,045 | 5,878,022 | ||||
Susan S. Fleming | 78,840,889 | 927,465 | 558,314 | 5,878,022 | ||||
Jordan W. Graham |
| 77,156,177 | 2,880,278 | 290,213 | 5,878,022 | |||
Clark C. Kellogg | 75,296,652 | 4,785,323 | 244,693 | 5,878,022 | ||||
Craig W. Kliethermes | 79,394,268 | 830,496 | 101,904 | 5,878,022 | ||||
Paul B. Medini | 79,439,303 | 809,494 | 77,871 | 5,878,022 | ||||
Robert P. Restrepo, Jr. |
| 74,633,641 | 5,274,635 | 418,392 | 5,878,022 | |||
Debbie S. Roberts |
| 77,175,811 | 2,742,172 | 408,685 | 5,878,022 | |||
Michael J. Stone |
| 78,827,353 | 1,442,338 | 56,977 | 5,878,022 |
The Board of Directors also appointed David B. Duclos as Chairman of the Board.
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 |
| 73,994,515 | 4,360,524 | 1,971,629 | 5,878,022 |
3. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was approved based upon the following votes:
|
|
|
|
|
|
| Broker |
| For |
| Against |
| Abstentions |
| Non-Votes |
| 85,861,465 | 219,582 | 123,643 | ⸺ |