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W. R. Berkley Corporation         1


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): November 8, 2019
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
5.625% Subordinated Debentures due 2053
 
WRB B
 
New York Stock Exchange
5.9% Subordinated Debentures due 2056
 
WRB C
 
New York Stock Exchange
5.75% Subordinated Debentures due 2056
 
WRB D
 
New York Stock Exchange
5.70% Subordinated Debentures due 2058
 
WRB E
 
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 Principal Officers; Election of Directors; Appointment of Principal Officers.
Reference is made to the press release of W. R. Berkley Corporation (the “Company”) relating to the announcement of the November 8, 2019 election of Jonathan Talisman to its board of directors, increasing the number of board members to eleven and increasing the number of independent directors to nine. Mr. Talisman has been named to each of the Company’s Audit Committee and Nominating and Corporate Governance Committee. The press release was issued on November 8, 2019. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release dated November 8, 2019






W. R. Berkley Corporation         4




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 and Treasurer




        


Date: November 13, 2019



W. R. Berkley Corporation         5


EXHIBIT INDEX


Exhibit:
99.1
Press Release dated November 8, 2019