8-K

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 6, 2021

RLI Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-09463	37-0889946
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

9025 North Lindbergh Drive, Peoria, IL	61615
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (309) 692-1000

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock $0.01 par value	RLI	New York Stock Exchange

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. ☐

Item 5.07              Submission of Matters to a Vote of Security Holders.

(a) On May 6, 2021, RLI Corp. (“Company”) held its annual meeting of shareholders (“Annual Meeting”).

(b) At the Annual Meeting, the Company’s shareholders voted on the following three proposals and cast their votes as described below.

1. The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes:

	For	Withheld	Broker Non-Votes
Election of Directors:	—	—
Kaj Ahlmann	38,732,646	1,848,901	2,484,567
Michael E. Angelina	39,900,377	681,170	2,484,567
John T. Baily	37,347,251	3,234,296	2,484,567
Calvin G. Butler, Jr.	39,081,770	1,499,777	2,484,567
David B. Duclos	39,754,380	827,167	2,484,567
Susan S. Fleming	39,008,128	1,573,419	2,484,567
Jordan W. Graham	39,296,638	1,284,909	2,484,567
Craig W. Kliethermes	38,912,020	1,669,527	2,484,567
Jonathan E. Michael	39,018,708	1,562,839	2,484,567
Robert P. Restrepo, Jr.	39,428,124	1,153,423	2,484,567
Debbie S. Roberts	39,668,942	912,605	2,484,567
Michael J. Stone	39,603,948	977,599	2,484,567

2. The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as described in the proxy materials, was approved based upon the following votes:

			Broker
For	Against	Abstentions	Non-Votes
38,927,092	1,557,651	96,804	2,484,567

3. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021 was approved based upon the following votes:

			Broker
For	Against	Abstentions	Non-Votes
42,980,776	47,382	37,956	⸺

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.

	RLI CORP.
Date: May 7, 2021	By:	/s/ Jeffrey D. Fick
		Jeffrey D. Fick
		Sr. Vice President, Chief Legal Officer & Corporate Secretary

XML

Document and Entity Information	May 06, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 06, 2021
Entity Registrant Name	RLI Corp
Entity Central Index Key	0000084246
Entity Emerging Growth Company	false
Entity File Number	001-09463
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	37-0889946
Entity Address, Address Line One	9025 North Lindbergh Drive
Entity Address, City or Town	Peoria
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61615
City Area Code	309
Local Phone Number	692-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01 par value
Trading Symbol	RLI
Security Exchange Name	NYSE