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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): October 28, 2022

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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))

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

(d)  On October 28, 2022, the RLI Corp. (“RLI”) Board of Directors (“Board”) appointed Paul B. Medini as member of the Board, effective November 1, 2022.  The Board has determined that Mr. Medini is an independent directors under applicable rules of the New York Stock Exchange. Mr. Medini will stand for election at RLI’s next annual shareholders’ meeting to be held May 4, 2023.

 

As non-employee member of the Board, Mr. Medini will receive compensation pursuant to RLI’s standard arrangements for non-employee directors.

There is no arrangement or understanding between Mr. Medini and any other persons pursuant to which he was appointed as a director. Furthermore, there are no transactions between Mr. Medini and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

 

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 Mr. Medini as director.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

    

Description

99.1

Press Release dated November 1, 2022.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 1, 2022

By:

/s/ Jeffrey D. Fick

Jeffrey D. Fick

Chief Legal Officer & Corporate Secretary

Exhibit 99.1

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PAUL B. MEDINI APPOINTED TO RLI BOARD OF DIRECTORS

PEORIA, ILLINOIS, November 1, 2022 -- RLI Corp. (NYSE: RLI) – RLI Corp. announced today that Paul B. Medini has been appointed to its Board of Directors. His term is effective November 1, 2022 and expires at RLI’s next shareholders’ meeting in May 2023, at which time he will stand for re-election.

Mr. Medini was most recently Senior Vice President and Chief Accounting Officer at Chubb Ltd. until his retirement in August 2020. He brings extensive audit, accounting and insurance experience to his new role following a 17-year career at ACE Group and Chubb, and 23-year career at PricewaterhouseCoopers, where he served as partner. He holds a bachelor’s and master’s degree in business administration from Pace University.

“We are pleased to welcome Paul to our Board of Directors,” said RLI Corp. Chairman Jonathan E. Michael. “He is an accomplished leader who brings a wealth of experience, talent and perspective to RLI. We are confident he will add tremendous value to our organization and look forward to working with him.”

ABOUT RLI

RLI Corp. (NYSE: RLI) is a specialty insurer serving 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 AM Best Company. RLI has paid and increased regular dividends for 47 consecutive years and delivered underwriting profits for 26 consecutive years. To learn more about RLI, visit www.rlicorp.com.

MEDIA CONTACT
Aaron Diefenthaler
Chief Investment Officer & Treasurer
309-693-5846
[email protected]

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