S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

____________________

Markel Corporation

(Exact name of registrant as specified in its charter)

____________________

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)

Markel Corporation Retirement Savings Plan

(Full title of the plan)

Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary

4521 Highwoods Parkway

Glen Allen, Virginia 23060-6148

(804) 747-0136

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	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 financing accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, no par value	100,000 shares	$1,079.39	$107,939,000	$11,776.14

(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 Retirement Savings Plan, 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. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2)

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 (February 17, 2021) within five business days of the date of filing of this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This Registration Statement on Form S-8, filed by Markel Corporation, a Virginia corporation (the registrant), registers an additional 100,000 common shares, no par value per share, for issuance under the Markel Corporation Retirement Savings Plan (the plan), plus an indeterminate amount of participation interests to be offered or sold pursuant to the plan. Pursuant to General Instruction E of Form S-8, the registrant hereby incorporates by reference the contents of its Form S-8 Registration Statement No. 333-178051 (filed November 18, 2011), other than as superseded hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents of the registrant filed with the the Securities and Exchange Commission (the Commission) are incorporated by reference in this Registration Statement:

(1)The registrant’s Annual Report on Form 10-K for the year ended December 31, 2020;

(2)The registrant’s Current Report on Form 8-K filed February 2, 2021; and

(3)The plan's Annual Report on Form 11-K for the fiscal year ended December 31, 2019; and

(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 amendment or report filed for the purpose of updating such description.

All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement but prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 5. Interests of Named Experts and Counsel.

Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary of the registrant, has opined as to the legality of the original issuance of securities, if any, that may be offered by this Registration Statement. Mr. Grinnan is an eligible participant under the Markel Corporation Retirement Savings Plan.

Item 8. Exhibits.

Exhibit No.	Description
4.1(a)	Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 in the registrant’s report on Form 8-K filed with the Commission May 13, 2011)
4.1(b)	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 in the registrant's report on Form 8-K filed with the Commission May 27, 2020)
4.2	Bylaws, as amended and restated May 11, 2020 (incorporated by reference from Exhibit 3.2 in the registrant's report on Form 10-Q filed with the Commission for the quarter ended June 30, 2020)
5.1	Opinion of Richard R. Grinnan, counsel to the registrant (filed herewith)
23.1	Consent of Richard R. Grinnan, counsel to the registrant (included in Exhibit 5.1)
23.2	Consents of KPMG LLP (filed herewith)
24	Power of Attorney (filed herewith)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on February 19, 2021.

MARKEL CORPORATION
By:	/s/ Jeremy A. Noble
	Jeremy A. Noble Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 19, 2021.

Signature	Title
/s/ Steven A. Markel* Steven A. Markel	Chairman of the Board, 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/ Mark M. Besca* Mark M. Besca	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/ A. Lynne Puckett* A. Lynne Puckett	Director

*By: /s/ Richard R. Grinnan

Name:    Richard R. Grinnan

Title:    Attorney-in-Fact

3

Pursuant to the requirements of the Securities Act of 1933, the Administrative Committee of the Markel Corporation Retirement Savings Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on February 19, 2021.

Markel Corporation Retirement Savings Plan
By:	/s/ Susan L. Davies
	Susan L. Davies Administrative Committee Member

4

EX-5.1

Exhibit 5.1

Markel Corporation

4521 Highwoods Parkway

Glen Allen, Virginia 23060

February 19, 2021

Board of Directors

Markel Corporation

4521 Highwoods Parkway

Glen Allen, VA 23060

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 of Markel Corporation (the “Company”) being filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of 100,000 common shares of the Company (the “Common Shares”) and an indeterminate amount of participation interests to be offered and sold under the Markel Corporation Retirement Savings Plan (the “Plan”). I am the Company’s Senior Vice President, Chief Legal Officer and Secretary and have represented it in connection with the Registration Statement.

In connection with the delivery of this opinion, I have examined originals or copies of the articles of incorporation and bylaws of the Company, the Registration Statement and the exhibits thereto, certain resolutions adopted by the Board of Directors, and such other records, certificates and other documents of public officials, the Company and its officers and representatives, and have made such inquiries of the Company and its officers and representatives, as I have deemed necessary or appropriate in connection with the opinions set forth herein. I am familiar with the proceedings taken by the Company in connection with the authorization, registration, offering and sale of the Common Shares and participation interests. With respect to certain factual matters, I have relied upon representations set forth in the Registration Statement, or otherwise made by officers of the Company. In making such examination and rendering the opinions set forth below, I have assumed without verification (i) that all documents submitted to me as originals are authentic, complete and accurate, (ii) that all documents submitted to me as copies conform to authentic original documents and (iii) the legal capacity of all individuals executing such documents.

Based on such examination and review, and subject to the foregoing, I am of the opinion that authorized but not previously issued Common Shares that may be issued under the Plan have been validly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.

This opinion is limited to the laws of the United States of America and the Commonwealth of Virginia, and I have not considered, and I express no opinion as to, the laws of any other jurisdiction.

I consent to the inclusion of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Richard R. Grinnan

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Markel Corporation:

We consent to the use of our reports dated February 19, 2021 with respect to the consolidated balance sheets of Markel Corporation (the Company) and subsidiaries as of December 31, 2020 and 2019, and the related consolidated statements of income (loss) and comprehensive income (loss), changes in equity and cash flow for each of the years in the three-year period ended December 31, 2020, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2020 incorporated by reference herein.

Our report dated February 19, 2021, on the effectiveness of internal control over financial reporting as of December 31, 2020, contains an explanatory paragraph that states management excluded Lansing Building Products, LLC’s internal control over financial reporting from its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2020.

/s/ KPMG LLP

Richmond, Virginia

February 19, 2021

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Markel Corporation:

The Administrative Committee

Markel Corporation Retirement Savings Plan:

We consent to the use of our report dated June 19, 2020 with respect to the statement of assets available for benefits of the Markel Corporation Retirement Savings Plan as of December 31, 2019 and 2018, the related statements of changes in assets available for benefits for the years then ended, and the required supplemental schedules incorporated by reference herein.

/s/ KPMG LLP

Richmond, Virginia

February 19, 2021

EX-24

Exhibit 24

POWER OF ATTORNEY

Each of the undersigned hereby appoints Richard R. Whitt III, Thomas S. Gayner, Jeremy A. Noble and Richard R. Grinnan (each with full power to act alone), as his or her true and lawful attorneys-in-fact, and grants unto each of them the authority in his or her name and on his or her behalf to execute and file (individually and in the capacity stated below) any documents relating to the filing of a Registration Statement on Form S-8 and the registration by Markel Corporation (the “Company”) and the Markel Corporation Retirement Savings Plan (the “Plan”) of common shares and/or plan interests in connection with the Plan, and any and all amendments (including post-effective amendments) or supplements thereto, with all exhibits and documents required to be filed in connection therewith. The undersigned further grants unto each of them full power and authority to perform each and every act necessary in order to accomplish the foregoing registration as fully as the undersigned might do.

IN WITNESS WHEREOF, each of the undersigned has signed this power of attorney this 19th day of February, 2021.

/s/ Thomas S. Gayner     Thomas S. Gayner, Co-Chief Executive Officer and Director (Co-Principal Executive Officer)	/s/ Diane Leopold     Diane Leopold, Director
/s/ Richard R. Whitt, III     Richard R. Whitt III, Co-Chief Executive Officer and Director (Co-Principal Executive Officer)	/s/ Lemuel E. Lewis     Lemuel E. Lewis, Director
/s/ Jeremy A. Noble     Jeremy A. Noble, Senior Vice President and Chief Financial Officer (Principal Financial Officer)	/s/ Anthony F. Markel     Anthony F. Markel, Director
/s/ Oscar Guerrero     Oscar Guerrero, Chief Accounting Officer (Principal Accounting Officer)	/s/Darrell D. Martin     Darrell D. Martin, Director
/s/ Steven A. Markel     Steven A. Markel, Chairman of the Board and Director	/s/ Harold L. Morrison, Jr.     Harold L. Morrison, Jr., Director
/s/ Mark M. Besca     Mark M. Besca, Director	/s/ Michael O’Reilly     Michael O’Reilly, Director
/s/ K. Bruce Connell     K. Bruce Connell, Director	/s/ A. Lynne Puckett     A. Lynne Puckett, Director
/s/ Stewart M. Kasen     Stewart M. Kasen, Director