Virginia | 54-1959284 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4521 Highwoods Parkway Glen Allen, Virginia | 23060-6148 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer x | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company ¨ |
Emerging growth company ¨ |
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (3) | Proposed maximum aggregate offering price (3) | Amount of registration fee (4) | ||||
Common Stock, no par value | 250,000 shares (2) | $968.00 | $242,000,000 | $21,929.37 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers an indeterminate amount of additional securities that may be offered or sold pursuant to the terms of the Markel Corporation 2020 Employee Stock Purchase Plan (the 2020 ESPP), which provide for a change in the amount or type of securities being offered or sold to prevent dilution as a result of stock splits, stock dividends or similar transactions. | |
(2) | Consists of (i) 125,000 shares reserved for issuance under the component of the 2020 ESPP (the Qualified Plan Component) that is intended to constitute an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the Code), and (ii) 125,000 shares reserved for issuance under the component of the 2020 ESPP (the Non-Qualified Plan Component) that does not constitute an "employee stock purchase plan" within the meaning of Section 423 of the Code. Shares reserved for issuance under the Qualified Plan Component may not be issued under the Non-Qualified Plan Component, and vice versa. | |
(3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) under the Securities Act. Based on the average of the high and low prices for the Registrant’s common shares on the New York Stock Exchange as of a specified date (June 16, 2020) within five business days of the date of filing of this Registration Statement. | |
(4) | Pursuant to Rule 457(p) under the Securities Act, the total filing fee ($31,411.60) due for this Registration Statement has been offset by $9,482.23, the aggregate total dollar amount of the filing fee associated with the 98,676.58 unsold common shares from the Form S-8 Registration Statement (File No: 333-211414) filed by the Registrant on May 17, 2016 (the Unsold Common Shares). The offering that included the Unsold Common Shares has been terminated. |
Item 3. | Incorporation of Documents by Reference. |
(1) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (the 2019 Annual Report); |
(2) |
(3) |
(4) | The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on April 17, 2000 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendments to such Registration Statement hereafter filed, as also described in Exhibit 4.1 to the 2019 Annual Report. |
Item 4. | Description of Securities. |
Item 5. | Interests of Named Experts and Counsel. |
Item 6. | Indemnification of Directors and Officers. |
• | he or she conducted himself or herself in good faith; |
• | he or she believed in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests and in all other cases, that his or her conduct was at least not opposed to its best interests; and |
• | in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. |
• | a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or |
• | any other proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. |
• | one or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented; |
• | legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person’s professional or expert competence; or |
• | a committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence. |
• | the monetary amount, including the elimination of liability, specified in the articles of incorporation or, if approved by the shareholders, in the bylaws as a limitation on or elimination of the liability of the officer or director; or |
• | the greater of $100,000 or the amount of cash compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed. |
Item 7. | Exemption from Registration Claimed. |
Item 8. | Exhibits. |
Exhibit No. | Description | |
4.1(a) | ||
4.1(b) | ||
4.2 | ||
5.1 | ||
23.1 | ||
23.2 | ||
24 | ||
99.1 |
Item 9. | Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement; |
(2) | That for the purpose of determining any liability under the Securities Act , each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the |
(5) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
MARKEL CORPORATION | ||
By: | /s/ Jeremy A. Noble | |
Jeremy A. Noble Senior Vice President and Chief Financial Officer |
Signature | Title |
/s/ Thomas S. Gayner Thomas S. Gayner | Co-Chief Executive Officer, Director (Co-Principal Executive Officer) |
/s/ Richard R. Whitt, III Richard R. Whitt, III | Co-Chief Executive Officer, Director (Co-Principal Executive Officer) |
/s/ Jeremy A. Noble Jeremy A. Noble | Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
/s/ Oscar Guerrero Oscar Guerrero | Chief Accounting Officer (Principal Accounting Officer) |
/s/ Steven A. Markel* Steven A. Markel | Chairman of the Board, Director |
/s/ K. Bruce Connell* K. Bruce Connell | Director |
/s/ Diane Leopold* Diane Leopold | Director |
/s/ Lemuel E. Lewis* Lemuel E. Lewis | Director |
/s/ Anthony F. Markel* Anthony F. Markel | Director |
/s/ Darrell D. Martin* Darrell D. Martin | Director |
/s/ Harold L. Morrison, Jr* Harold L. Morrison, Jr. | Director |
/s/ Stewart M. Kasen* Stewart M. Kasen | Director |
/s/ Michael O'Reilly* Michael O’Reilly | Director |
/s/ Thomas S. Gayner Thomas S. Gayner Co-Chief Executive Officer, Director (Co-Principal Executive Officer) | /s/ Richard R. Whitt, III Richard R. Whitt, III Co-Chief Executive Officer, Director (Co-Principal Executive Officer) |
/s/ Jeremy A. Noble Jeremy A. Noble Senior Vice President and Chief Financial Officer (Principal Financial Officer) | /s/ Oscar Guerrero Oscar Guerrero Chief Accounting Officer (Principal Accounting Officer) |
/s/ Steven A. Markel Steven A. Markel Chairman of the Board, Director | /s/ K. Bruce Connell K. Bruce Connell Director |
/s/ Diane Leopold Diane Leopold Director | /s/ Lemuel E. Lewis Lemuel E. Lewis Director |
/s/ Anthony F. Markel Anthony F. Markel Director | /s/ Darrell D. Martin Darrell D. Martin Director |
/s/ Harold L. Morrison, Jr. Harold L. Morrison, Jr. Director | /s/ Stewart M. Kasen Stewart M. Kasen Director |
/s/ Michael O’Reilly Michael O’Reilly Director |