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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2025
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MARKEL GROUP INC.
(Exact name of registrant as specified in its charter)
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Virginia |
001-15811 |
54-1959284 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (804) 747-0136
Not Applicable
(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, no par value |
MKL |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Anthony F. Markel
On March 17, 2025, Markel Group Inc. (the Company or Markel Group) issued a press release announcing that Anthony F. Markel informed the Company on March 14, 2025 that he will not stand for re-election as a director at the Company's 2025 Annual Meeting of Shareholders scheduled to be held May 21, 2025. Mr. Markel will retire as a director of the Company at the end of the meeting.
The Board has named Mr. Markel to the honorary position of "Chairman Emeritus" of the Board effective upon retiring from the Board of Directors in May 2025.
Appointment of Jonathan E. Michael to the Board of Directors
On March 17, 2025, Markel Group also announced the appointment of Jonathan E. Michael to the Company's Board of Directors (the Board), effective March 15, 2025.
Mr. Michael is a proven leader in the specialty insurance industry with extensive financial and operational expertise, following a 20+ year career as the CEO of RLI Corp. (RLI). He was the Chairman of RLI, a publicly traded specialty insurance company, from May 2011 to May 2024, and was President and CEO of RLI from January 2001 to December 2021. He held various positions at RLI after joining in 1982, including President and Chief Operating Officer, Executive Vice President, and Chief Financial Officer. Prior to joining RLI, Mr. Michael was a certified public accountant with the accounting firm Coopers & Lybrand. Mr. Michael was appointed interim President of Bradley University in June 2024 and has served on its Board of Trustees since 2016, most recently as Board Chair. Mr. Michael currently serves as the lead independent director of SS&C Technologies Holdings, Inc. (Nasdaq) (2010 – Present) and previously served as a director of RLI (1997 – 2024).
Mr. Michael will participate in the Company's compensation programs for non-employee directors. At present, in May of each year, each non-employee director is paid an annual retainer fee of $110,000 (payable in cash, Company common stock, or a combination thereof) and receives an annual grant of approximately $165,000 in restricted shares of Company common stock. Non-employee directors may purchase Company common stock under the non-qualified component of the Company's 2020 Employee Stock Purchase Plan at a 10% discount, up to the total amount of the retainer fee received by the director. In connection with his appointment to the Board effective March 15, 2025, Mr. Michael will receive a pro rata (i) retainer fee of $18,333 and (ii) grant of approximately $27,500 in restricted stock.
In addition, each non-employee director is reimbursed for expenses incurred in connection with attending meetings. The Company also will match up to $15,000 in charitable contributions made by each non-employee director each year.
A copy of the press release announcing Mr. Markel’s retirement and Mr. Michael’s appointment is furnished as Exhibit 99.1.
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Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
Description |
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104 |
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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.
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MARKEL GROUP INC. |
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March 17, 2025 |
By: |
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/s/ Michael R. Heaton |
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Name: |
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Michael R. Heaton |
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Title: |
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Executive Vice President and Chief Operating Officer |
EX-99.1
2
mkl03172025ex991director.htm
EX-99.1
Document
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For more information contact:
Investor Relations
Markel Group Inc.
IR@markel.com
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FOR IMMEDIATE RELEASE
Tony Markel to retire as Vice Chairman of Markel Group in May 2025 and Jon Michael joins Board of Directors
RICHMOND, Va., March 17, 2025 — Markel Group Inc. (NYSE: MKL) announced today that Anthony F. (Tony) Markel, Vice Chairman of the Board, informed the company that he will not stand for re-election at the company's annual meeting of shareholders in May. Mr. Markel will retire as a director of the company at the end of the meeting, at which time he will assume the honorary position of Chairman Emeritus of the Board.
Markel Group also announced the appointment of Jon Michael to its Board of Directors, effective March 15, 2025. Mr. Michael is a proven specialty insurance leader with more than 40 years of experience in the industry.
Tony Markel to retire from the Board of Directors
Mr. Markel joined the company in 1964 after graduating from the University of Virginia, eventually becoming President and Chief Operating Officer in 1992. He joined the Board in 1978 and became Vice Chairman of the Board in 2009. Mr. Markel, together with Alan Kirshner and Steve Markel, led the effort to take the company public in 1986. Under their leadership, Markel grew from approximately $60 million in total assets in 1986 to roughly $25 billion in 2016 when they turned over the reins to the next generation of Markel leaders.
“Tony is larger than life and it would be hard to overstate his impact on this company,” said Steve Markel, Chairman of the Board. “He was not just a highly effective operator and leader, he was the heartbeat of Markel with an unmatched ability to motivate and connect with people. I’m grateful to have had the chance to work alongside Tony for so many years.”
“In spite of the fact that my meteoric rise to the top of Markel was a blatant example of nepotism, I am extremely proud to have been a part of the growth and success of this organization over the last 61 years,” said Tony Markel. “I am equally proud of the Markel Style, a unique and distinct culture that has, and continues, to attract and guide some of the finest people in the insurance industry and the various industries served by our other Markel Group companies. It truly has been an honor and privilege to have worked with you and number you as friends.”
Jon Michael appointed to Board
Mr. Michael is a seasoned industry executive with a strong track record in the specialty insurance industry. He was the Chairman of RLI Corp., a publicly traded specialty insurance company, from 2011 to 2024 and he was President and CEO of RLI from 2001 to 2021 — during which time RLI's market capitalization increased by a factor of ten. Mr. Michael held various positions at RLI after joining in 1982, including President and Chief Operating Officer, Executive Vice President, and Chief Financial Officer. Prior to joining RLI, he worked at the accounting firm Coopers & Lybrand.
Mr. Michael was appointed interim President of Bradley University in June 2024 and has served on its Board of Trustees since 2016, most recently as Board Chair. He currently serves as the lead independent director of SS&C Technologies Holdings, Inc.
“As I end my official tenure at Markel, I am extremely enthused about the addition of Jon Michael to the Board,” said Tony Markel. “Jon brings experienced leadership in the specialty insurance sector that I think will prove to be invaluable in the next chapter of the Markel story.”
“Jon is a well-respected and proven specialty insurance industry leader who shares the values in the Markel Style,” said Steve Markel. “His deep financial and operational expertise will be very useful through the remainder of our Board-led business review, and his insights and long-term orientation will serve us well as we continue to grow Markel Group in the years ahead.”
“Markel Group is a company that feels like home,” said Mr. Michael. “Great people, strong values, and so much opportunity for continued growth. I look forward to working with the Board and management team to define the next chapter of Markel Group’s success.”
About Markel Group
Markel Group Inc. (NYSE: MKL) is a diverse family of companies that includes everything from insurance to bakery equipment, building supplies, houseplants, and more. The leadership teams of these businesses operate with a high degree of independence, while at the same time living the values that we call the Markel Style. Our specialty insurance business sits at the core of our company. Through decades of sound underwriting, the insurance team has provided the capital base from which we built a system of businesses and investments that collectively increase Markel Group’s durability and adaptability. It’s a system that provides diverse income streams, access to a wide range of investment opportunities, and the ability to efficiently move capital to the best ideas across the company. Most importantly though, this system enables each of our businesses to advance our shared goal of helping our customers, associates, and shareholders win over the long term. Visit mklgroup.com to learn more.