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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 22, 2024
_______________________________________________
Markel Group Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________
Virginia
001-15811
54-1959284
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (804) 747-0136
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 Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueMKLNew 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2024 Annual Meeting of Shareholders of Markel Group Inc. (the Company) held on May 22, 2024 (the 2024 Annual Meeting), the shareholders of the Company approved the Company's 2024 Equity Incentive Compensation Plan (the 2024 Equity Incentive Plan). A description of the 2024 Equity Incentive Plan is set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 4, 2024. The description is qualified in its entirety by reference to the full text of the 2024 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K

Item 5.07
Submission of Matters to a Vote of Security Holders.
At the 2024 Annual Meeting, shareholders (i) elected directors to the Board of Directors of the Company (the Board) to serve until the Company's 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified; (ii) approved on an advisory basis the compensation paid to the Company's named executive officers; (iii) approved the 2024 Equity Incentive Plan; (iv) ratified the selection of KPMG LLP by the Audit Committee of the Board as the Company's independent registered public accounting firm for the year ending December 31, 2024; and (v) rejected a shareholder proposal for a report on the Company's greenhouse gas emissions.

The results of the 2024 Annual Meeting were as follows:
Election of Directors
DirectorForAgainstAbstainBroker Non-Votes
Mark M. Besca9,571,94273,0218,7621,475,064
Lawrence A. Cunningham9,361,343267,13625,2461,475,064
Thomas S. Gayner9,323,558323,8526,3151,475,064
Greta J. Harris9,310,981334,5688,1761,475,064
Morgan E. Housel9,347,254289,80316,6681,475,064
Diane Leopold9,481,363165,3636,9991,475,064
Anthony F. Markel9,559,85887,6876,1801,475,064
Steven A. Markel9,396,902250,6516,1721,475,064
Harold L. Morrison, Jr.9,483,577162,8697,2791,475,064
Michael O'Reilly9,265,476373,29814,9511,475,064
A. Lynne Puckett8,502,2641,143,0218,4401,475,064
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Advisory Vote on Approval of Executive Compensation
ForAgainstAbstainBroker Non-Votes
8,362,2021,189,903101,6201,475,064
Approval of Company's 2024 Equity Incentive Compensation Plan
ForAgainstAbstainBroker Non-Votes
9,404,067227,46022,1981,475,064
Ratification of Selection of Independent Registered Public Accounting Firm
ForAgainstAbstainBroker Non-Votes
10,408,957712,9086,924N/A
Shareholder Proposal - Report on Company's Greenhouse Gas Emissions

ForAgainstAbstainBroker Non-Votes
3,511,5815,746,662395,4821,475,064

    
    
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.
MARKEL GROUP INC.
May 24, 2024
By:
/s/ Richard R. Grinnan
Name:
Richard R. Grinnan
Title:
Senior Vice President, Chief Legal Officer and Secretary
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