8-K
BERKLEY W R CORP (WRB)
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): December 9, 2022
W. R. BERKLEY CORPORATION (Exact name of registrant as specified in its charter)
| Delaware | 1-15202 | 22-1867895 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||
| 475 Steamboat Road | Greenwich | Connecticut | 06830 | |||
| (Address of principal executive offices) | (Zip Code) | (203) | 629-3000 | |||
| --- | --- |
(Registrant’s telephone number, including area code)
| Not Applicable | |
|---|---|
| Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
☐ 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 Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange<br>on Which Registered |
|---|---|---|
| Common Stock, par value $.20 per share | WRB | New York Stock Exchange |
| 5.70% Subordinated Debentures due 2058 | WRB-PE | New York Stock Exchange |
| 5.10% Subordinated Debentures due 2059 | WRB-PF | New York Stock Exchange |
| 4.25% Subordinated Debentures due 2060 | WRB-PG | New York Stock Exchange |
| 4.125% Subordinated Debentures due 2061 | WRB-PH | New York Stock Exchange |
W. R. Berkley Corporation 2
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. ☐
W. R. Berkley Corporation 3
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Reference is made to the press release of W. R. Berkley Corporation (the “Company”) relating to the announcement of the December 9, 2022 election of Daniel L. Mosley to its board of directors effective January 1, 2023, increasing the number of board members to ten and increasing the number of independent directors to eight. Mr. Mosley has been named to each of the Company’s Compensation Committee and Nominating and Corporate Governance Committee. The press release was issued on December 12, 2022. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
W. R. Berkley Corporation 4
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated December 12, 2022
W. R. Berkley Corporation 5
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.
W. R. BERKLEY CORPORATION
| By: | /s/ Richard M. Baio | |
|---|---|---|
| Name: | Richard M. Baio | |
| Title: | Executive Vice President - | |
| Chief Financial Officer |
Date: December 12, 2022
Document
| W. R. Berkley Corporation | NEWS | |
|---|---|---|
| 475 Steamboat Road | ||
| Greenwich, Connecticut 06830 | RELEASE | |
| (203) 629-3000 | ||
| FOR IMMEDIATE RELEASE | CONTACT: | Karen A. Horvath<br>Vice President – External<br>Financial Communications<br>203-629-3000 |
| --- | --- | --- |
W. R. BERKLEY CORPORATION ELECTS DANIEL L. MOSLEY AS A DIRECTOR
Greenwich, CT, December 12, 2022 -- W. R. Berkley Corporation (NYSE: WRB) today announced that its Board of Directors has elected Daniel L. Mosley as a director effective January 1, 2023, increasing the number of board members to ten and the number of independent directors to eight.
Mr. Mosley is a Partner at BDT & Company, a merchant bank established in 2009, and serves on the firm’s Executive Committee. Prior to joining BDT, Mr. Mosley was a partner at Cravath, Swaine & Moore LLP. Mr. Mosley is Chairman of the Board of the Pinkerton Foundation and former Chairman of the Board of Directors of Greenwich Hospital. He is also on the boards of various New York City not-for-profit organizations, including the Paley Center, Madison Square Boys & Girls Club, Inc., the William S. Paley Foundation, the Edward John Noble Foundation, the Thomas J. Watson Foundation and the William E. Simon Foundation. Mr. Mosley received a BS from the University of Alabama, a JD from the University of Alabama Law School and an LLM from New York University School of Law.
Founded in 1967, W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates worldwide in two segments of the property casualty insurance business: Insurance and Reinsurance & Monoline Excess. For further information about W. R. Berkley Corporation, please visit www.berkley.com.