(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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(s) | Name of each exchange on which registered |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
• | will receive an annual base salary of $380,000, subject to annual review; |
• | received a signing bonus of approximately $350,000 in the aggregate consisting of (i) a one-time discretionary $250,000 cash award, and (ii) a one-time discretionary equity award, paid in restricted stock units (RSUs), having a grant date value equal to approximately $100,000, with one-third of the RSUs vesting on each anniversary of the grant date, subject to his continued employment through the vesting date; |
• | will be eligible for an annual cash incentive award under the Company's annual incentive program, having a target potential of 75% of his bonusable compensation; provided, that he will receive a one-time guaranteed minimum $250,000 cash incentive award for the 2020 performance year, payable in March 2021, subject to his continued employment through the payment date; and |
• | will be eligible for an annual equity incentive award, payable in RSUs, under the Company's 2016 Equity Incentive Plan, subject to performance criteria approved by the Board's Compensation Committee, having a target potential of 50% of his bonusable compensation. |
• | participation by employees of Markel Service, Incorporated and any other designated subsidiary; |
• | a purchase price discount of 15% of fair market value (i.e., closing price) of the Company's common stock on the grant date or the purchase date (whichever is lower); |
• | offering periods expected to run in consecutive, non-overlapping calendar quarters not to exceed 27 months; |
• | an annual limitation on the value of shares that may be purchased during any calendar year equal to $25,000 per year; and |
• | a maximum aggregate number of shares that may be issued under the Qualified Plan Component of 125,000. |
• | broad-based participation by employees of the Company and its designated subsidiaries as well as non-employee members of the Board; |
• | a purchase price discount of 10% of the fair market value (i.e., closing price) of the Company's common stock on the purchase date and no Company matching contributions; |
• | offering periods expected to run in non-overlapping monthly periods not to exceed 27 months; |
• | a $25,000 limitation on employee payroll deduction contributions during any pay period, a $150,000 limitation on lump sum contributions per monthly offering period, and a limitation on non-employee director contributions equal to their annual cash fees from the Company; |
• | a maximum aggregate number of shares that may be issued under the Non-Qualified Plan Component of 125,000; and |
• | shares reserved under the Qualified Plan Component may not be issued under the Non-Qualified Plan Component, and vice versa. |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
• | update provisions regarding meetings of shareholders, including with respect to the date of annual meetings, place of meetings, notice and waiver of notice of meetings, who will preside over meetings, the conduct of meetings, methods for tabulation of votes, the appointment of, and voting by, proxies at meetings and holding meetings by remote communication; |
• | incorporate additional requirements to the advance notice and other procedural requirements related to shareholder nominations for election of directors or proposals of business at meetings of shareholders, including additional information that a shareholder must include in a notice of a nomination or other proposal and a requirement that a nominee for director provide the Company with a written questionnaire with respect to the background and qualification of such person; |
• | revise the time periods in which a shareholder is required to deliver notice to the Company of nominations for election of directors or proposals of business in advance of an annual meeting of shareholders, such that, to be timely, the notice generally must be received not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; |
• | provide the date on which the determination of the voting standard applicable to an election of directors shall be made; |
• | eliminate Chairman of the Board and any Vice Chairman of the Board from the listed officers of the Company; |
• | update the provisions regarding who may call Board meetings and the manner in which notice of meetings of the Board and committees thereof may be given; |
• | give the Chief Executive Officer(s) additional authority with respect to the appointment, removal and delegation of powers of subordinate officers; |
• | provide that any authorized officer of the Company may sign certificates representing shares of the Company; and |
• | update the provisions requiring certain actions to be brought exclusively in the United States District Court for the Eastern District of Virginia, Alexandria Division, or, in the event that court lacks jurisdiction to hear such action, the Circuit Court of the County of Fairfax, Virginia. |
Item 5.07 | Submission of Matters to a Vote Security Holders. |
Director | For | Against | Abstain | Broker Non-Votes | ||||
K. Bruce Connell | 10,248,379.20 | 85,485.70 | 12,507.50 | 1,605,827.80 | ||||
Thomas S. Gayner | 9,828,735.50 | 491,856.40 | 25,780.50 | 1,605,827.80 | ||||
Stewart M. Kasen | 9,675,833.50 | 658,928.40 | 11,609.50 | 1,605,828.80 | ||||
Diane Leopold | 10,152,303.80 | 181,266.10 | 12,802.50 | 1,605,827.80 | ||||
Lemuel E. Lewis | 9,979,514.50 | 354,334.40 | 12,523.50 | 1,605,827.80 | ||||
Anthony F. Markel | 9,293,813.20 | 1,038,050.70 | 14,508.50 | 1,605,827.80 | ||||
Steven A. Markel | 9,526,433.20 | 802,555.70 | 17,383.00 | 1,605,828.30 | ||||
Darrell D. Martin | 9,260,291.20 | 1,072,553.00 | 13,528.00 | 1,605,828.00 | ||||
Harold L. Morrison, Jr. | 10,291,658.20 | 42,090.00 | 12,623.50 | 1,605,828.50 | ||||
Michael O'Reilly | 9,777,442.10 | 553,725.80 | 15,215.50 | 1,605,816.80 | ||||
Richard R. Whitt, III | 10,086,026.20 | 246,242.70 | 14,103.50 | 1,605,827.80 |
For | Against | Abstain | Broker Non-Votes | |||
10,119,228.20 | 201,544.30 | 25,597.90 | 1,605,829.80 |
For | Against | Abstain | Broker Non-Votes | |||
10,279,506.10 | 56,532.00 | 10,335.30 | 1,605,826.80 |
For | Against | Abstain | Broker Non-Votes | |||
11,626,313.70 | 299,830.50 | 26,044.00 | 12.00 |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. | Description | |
3.1 | ||
10.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
MARKEL CORPORATION | |||
May 15, 2020 | By: | /s/ Richard R. Grinnan | |
Name: | Richard R. Grinnan | ||
Title: | Senior Vice President, Chief Legal Officer and Secretary |