Document

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): May 15, 2017
______________________________________________
Markel Corporation
(Exact name of registrant as specified in its charter)
______________________________________________

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
(804) 747-0136
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
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))
 
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. [ ]



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

On May 15, 2017, the Board of Directors of Markel Corporation (the Company), upon the recommendation of the Board’s Compensation Committee, approved a change to the form of award agreement used for performance-based restricted stock units (RSUs) for executive officers, including the Company’s named executive officers. These awards are made under the Company's 2016 Stock Incentive Compensation Plan (the Plan). Subject to specific exceptions, unvested performance-based RSUs are forfeited upon a separation of service that occurs prior to the applicable vesting date. The Board approved an additional vesting exception, which provides that upon Early Retirement (as defined in the Plan) by an employee with 25 years of continual service unvested performance-based RSUs will become fully vested and shares will be issued on the otherwise applicable vesting date.
A copy of the new form of award agreement for performance-based RSUs is filed as Exhibit 10.1 to this report and is incorporated herein by reference in response to this item.
Item 5.07
Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Markel Corporation was held on May 15, 2017. At the annual meeting, shareholders (i) elected directors to serve until the 2018 Annual Meeting of Shareholders, (ii) approved an advisory vote on executive compensation and (iii) ratified the selection of KPMG LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the year ending December 31, 2017. With respect to the advisory vote on the frequency of shareholder advisory votes approving executive compensation, shareholders were in favor of holding an advisory vote on executive compensation every year.

The results of the meeting were as follows:

Election of Directors

Directors
 
For
 
 
 
Against
 
 
 
Abstain
 
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
 
 
 
 
J. Alfred Broaddus, Jr.
 
 
10,354,782

 
 
 
 
321,660

 
 
 
7,387

 
 
 
1,909,127

 
K. Bruce Connell
 
 
10,592,738

 
 
 
 
83,637

 
 
 
7,454

 
 
 
1,909,127

 
Douglas C. Eby
 
 
10,361,631

 
 
 
 
314,549

 
 
 
7,649

 
 
 
1,909,127

 
Thomas S. Gayner
 
 
10,386,663

 
 
 
 
291,178

 
 
 
5,988

 
 
 
1,909,127

 
Stewart M. Kasen
 
 
10,131,658

 
 
 
 
544,602

 
 
 
7,569

 
 
 
1,909,127

 
Alan I. Kirshner
 
 
10,252,486

 
 
 
 
424,520

 
 
 
6,823

 
 
 
1,909,127

 
Lemuel E. Lewis
 
 
10,508,287

 
 
 
 
168,362

 
 
 
7,180

 
 
 
1,909,127

 
Anthony F. Markel
 
 
10,270,749

 
 
 
 
406,217

 
 
 
6,863

 
 
 
1,909,127

 
Steven A. Markel
 
 
10,271,836

 
 
 
 
405,946

 
 
 
6,047

 
 
 
1,909,127

 
Darrell D. Martin
 
 
10,040,974

 
 
 
 
635,753

 
 
 
7,102

 
 
 
1,909,127

 
Michael O’Reilly
 
 
10,571,253

 
 
 
 
105,000

 
 
 
7,576

 
 
 
1,909,127

 
Michael J. Schewel
 
 
10,249,222

 
 
 
 
426,836

 
 
 
7,771

 
 
 
1,909,127

 
Jay M. Weinberg
 
 
10,425,048

 
 
 
 
251,754

 
 
 
7,027

 
 
 
1,909,127

 
Richard R. Whitt, III
 
 
10,542,306

 
 
 
 
134,014

 
 
 
7,509

 
 
 
1,909,127

 
Debora J. Wilson
 
 
10,600,936

 
 
 
 
75,918

 
 
 
6,975

 
 
 
1,909,127

 



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Advisory Vote on Approval of Executive Compensation

For
 
Against
 
Abstain
 
Broker Non-Votes
10,550,192
 
116,115
 
17,522
 
1,909,127

Advisory Vote on the Frequency of Shareholder Advisory Votes Approving Executive Compensation

One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker Non-Votes
9,513,156
 
196,990
 
958,713
 
14,970
 
1,909,127

Ratification of Selection of Independent Registered Public Accounting Firm

For
 
Against
 
Abstain
 
Broker Non-Votes
12,459,219
 
123,011
 
10,726
 
Not applicable

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits
10.1
Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers for the 2016 Equity Incentive Compensation Plan (revised May 15, 2017)



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
MARKEL CORPORATION
 
 
 
 
Date: May 17, 2017
 
 
 
By:
 
/s/ Richard R. Grinnan
 
 
 
 
Name:
 
Richard R. Grinnan
 
 
 
 
Title:
 
General Counsel and Secretary

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Exhibit Index
Exhibit
Description
 
 
10.1
Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers for the 2016 Equity Incentive Compensation Plan (revised May 15, 2017)




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