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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): June 11, 2025
Commission File Number
1-15202


     W. R. BERKLEY CORPORATION     
(Exact name of registrant as specified in its charter)

Delaware 22-1867895
(State or other jurisdiction of
incorporation or organization)
(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)
None
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))
Title of Each Class   Trading Symbol   Name of Each Exchange
on Which Registered
Common Stock, par value $.20 per share   WRB   New York Stock Exchange
5.700% Subordinated Debentures due 2058   WRB-PE   New York Stock Exchange
5.100% Subordinated Debentures due 2059 WRB-PF New York Stock Exchange
4.250% Subordinated Debentures due 2060 WRB-PG New York Stock Exchange
4.125% Subordinated Debentures due 2061 WRB-PH 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.
W. R. Berkley Corporation (the “Company”) held its Annual Meeting of Stockholders on June 11, 2025. The meeting involved: (i) the election of four directors for terms to expire (a) in the case of nominees Mary C. Farrell and Marie A. Mattson, at the Company’s Annual Meeting of Stockholders to be held in 2028, (b) in the case of nominee Ronald E. Blaylock, at the Company’s Annual Meeting of Stockholders to be held in 2027, and (c) in the case of nominee Robert A. Rusbuldt, at the Annual Meeting of Stockholders to be held in 2026, in each case and until their respective successors are duly elected and qualified, unless sooner displaced; (ii) a resolution approving an amendment to the Company’s restated certificate of incorporation to increase the authorized number of shares of common stock from 1,250,000,000 to 1,875,000,000; (iii) a resolution approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or “say-on-pay” vote; (iv) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and (v) a stockholder proposal regarding director election resignation governance policy.
The directors elected and the final voting results are as follows:
(i)    Election of Directors:
Nominee
For
Against
Abstain
Broker Non Votes
Ronald E. Blaylock
307,544,645  43,281,054  328,599 21,292,357
Mary C. Farrell 322,167,716  25,901,262  3,085,320 21,292,357
Marie A. Mattson
342,632,757  8,203,501  318,040 21,292,357
Robert A. Rusbuldt 348,947,436  1,928,011  278,851 21,292,357
(ii)    Resolution Approving an Amendment to the Company’s Restated Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock from 1,250,000,000 to 1,875,000,000:
For
Against
Abstain
359,000,574 12,959,472 486,609
(iii)    Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say-on-Pay” Vote):
For
Against
Abstain
Broker Non Votes
336,306,919 10,835,813 4,011,566 21,292,357
(iv)    Ratification of the Appointment of KPMG LLP:
For
Against
Abstain
354,160,488 18,064,502 221,665
(v)    A Stockholder Proposal Regarding Director Election Resignation Governance Policy:
For
Against
Abstain
Broker Non-Votes
34,358,174 316,104,684 691,440 21,292,357


        

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.1 Amendment, dated June 11, 2025, to the Company's Restated Certificate of Incorporation, as amended.


        

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: June 13, 2025




EX-3.1 2 exhibit316132025.htm EX-3.1 Document

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
W. R. BERKLEY CORPORATION


        The undersigned, being the Chief Executive Officer of W. R. BERKLEY CORPORATION, a corporation existing under the laws of the State of Delaware, hereby certifies that:

    1.    The first paragraph of Article Fourth of the Restated Certificate of Incorporation of said corporation be and it hereby is amended to read as follows:

    FOURTH:    The aggregate number of shares of capital stock of all classes which the Corporation shall have authority to issue is one billion eight hundred eighty million (1,880,000,000) shares, of which one billion eight hundred seventy five million (1,875,000,000) shares are to be Common Stock of the par value of twenty cents ($.20) each, and five million (5,000,000) shares are to be Preferred Stock of the par value of ten cents ($.10) each.

    2.    The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, I have signed this certificate this 11th day of June, 2025.



                        /s/ W. Robert Berkley, Jr.
                        W. Robert Berkley, Jr.
                        Chief Executive Officer


Attest:



/s/ Philip S. Welt
Philip S. Welt, Secretary