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): December 11, 2020

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-15202	22-1867895
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
475 Steamboat Road, Greenwich, CT		06830
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 629-3000

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 registrants under any of the following provisions (see General Instruction A.2. below):

☐ 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 Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $.20 per share	WRB	New York Stock Exchange
5.9% Subordinated Debentures due 2056	WRB-PC	New York Stock Exchange
5.75% Subordinated Debentures due 2056	WRB-PD	New York Stock Exchange
5.70% Subordinated Debentures due 2058	WRB-PE	New York Stock Exchange
5.10% Subordinated Debentures due 2059	WRB-PF	New York Stock Exchange
4.25% Subordinated Debentures due 2060	WRB-PG	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2020, the Board of Directors of W. R. Berkley Corporation approved certain amendments to the: (i) W. R. Berkley Corporation Deferred Compensation Plan for Officers, as amended and restated on November 2, 2016, effective as of December 31, 2020; and (ii) W. R. Berkley Corporation Deferred Compensation Plan for Directors, as initially adopted on May 3, 2005 and subsequently amended effective as of December 3, 2007, effective as of December 31, 2020. The amendments discontinue all future elective deferrals of director fees and employee compensation by the participants then participating in the plans and prohibit any additional directors or employees from becoming eligible to participate in the plans, in each case, effective as of December 31, 2020.

The foregoing descriptions of the above amendments are qualified in their entirety by the full text of the respective amendments, which are attached to this Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit No.	Description
10.1	Amendment to the W. R. Berkley Corporation Deferred Compensation Plan for Officers, effective as of December 31, 2020
10.2	Amendment to the W. R. Berkley Corporation Deferred Compensation Plan for Directors, effective as of December 31, 2020

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.

W. R. BERKLEY CORPORATION
By:	/s/ Richard M. Baio
	Name:  Richard M. Baio
	Title:  Executive Vice President – Chief Financial Officer and Treasurer

Date:  December 16, 2020

EX-10.1

Exhibit 10.1

AMENDMENT TO THE
W. R. BERKLEY CORPORATION
DEFERRED COMPENSATION PLAN FOR OFFICERS

WHEREAS, W. R. Berkley Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), currently maintains and sponsors the W. R. Berkley Corporation Deferred Compensation Plan for Officers (the “Plan”), a nonqualified defined contribution plan intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), pursuant to which certain employees of the Company and its subsidiaries are entitled to defer all or a portion of their eligible compensation that is otherwise payable to such employees; and

WHEREAS, Section 15 of the Plan provides that the Plan may be amended by the Board at any time and for any reason; provided, however, that in no event shall any amendment adversely affect the rights of any participant to the benefit accrued under the Plan prior to such amendment without the written consent of such participant; and

WHEREAS, the Company now desires to amend the Plan to discontinue all future elective deferrals of compensation otherwise payable to such persons who qualify as participants in the Plan and prohibit any additional employees of the Company and its subsidiaries from becoming eligible to participate in the Plan.

NOW, THEREFORE, pursuant to the authority reserved to the Company, the Plan is hereby amended as follows, effective as of December 31, 2020:

1.Section 2 of the Plan is hereby amended by adding the following sentence at the end of such section:

Notwithstanding any provision of the Plan to the contrary (including but not limited to the foregoing provisions of this Section 2), any employee of the Company or its subsidiaries who has not satisfied the participation requirements of this Section 2 and become a Participant on or before December 31, 2020 shall not qualify as a Participant at any time thereafter.

2.Section 3 of the Plan is hereby amended by adding the following paragraph at the end of such section:

Notwithstanding any provision of the Plan to the contrary (including but not limited to the foregoing provisions of this Section 3), effective for calendar years commencing after December 31, 2020, no additional deferrals of compensation (i.e., Base Salary, Bonus Pay Compensation and Profit Sharing Excess Contributions, as defined herein) otherwise payable to any Participant shall be permitted and any deferral election in respect of any calendar year commencing on or after January 1, 2021 is void and of no effect.  The provisions of this paragraph are intended to limit participation in the Plan to those eligible employees of the Company and its subsidiaries who have satisfied the requirements of Section 2 on or before December 31, 2020 and to freeze each Participant’s Deferred Compensation account as of such date (adjusted for any future earnings on such account as provided in Section 6 hereof), and this paragraph shall be interpreted and administered to accomplish this result to the extent of any Plan provision to the contrary.

IN WITNESS WHEREOF, this Amendment to the Plan is hereby executed on behalf of the Company as of the 11th day of December, 2020.

W. R. BERKLEY CORPORATION
By:	/s/ Philip S. Welt
	Name:  Philip S. Welt
	Title:    Executive Vice President-              General Counsel and Secretary

EX-10.2

Exhibit 10.2

W. R. BERKLEY CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS

WHEREAS, W. R. Berkley Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), currently maintains and sponsors the W. R. Berkley Corporation Deferred Compensation Plan for Directors (the “Plan”), a nonqualified defined contribution plan intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), pursuant to which each member of the Company’s Board of Directors (the “Board”) is entitled to defer the payment of all or a portion of the retainer and/or meeting fees otherwise payable to such person for serving on the Board; and

WHEREAS, Section 16 of the Plan provides that the Plan may be amended by the Board at any time and for any reason; provided, however, that in no event shall any amendment adversely affect the rights of any participant to the benefit accrued under the Plan prior to such amendment without the written consent of such participant; and

WHEREAS, the Company now desires to amend the Plan to discontinue all future elective deferrals of retainer and/or meeting fees otherwise payable to such persons then serving on the Board and prohibit any additional directors from becoming eligible to participate in the Plan.

NOW, THEREFORE, pursuant to the authority reserved to the Company, the Plan is hereby amended as follows, effective as of December 31, 2020:

1.Section 2 of the Plan is hereby amended by adding the following sentence at the end of such section:

Notwithstanding any provision of the Plan to the contrary (including but not limited to the foregoing provisions of this Section 2), any member of the Board who has not satisfied the participation requirements of this Section 2 and become a Participant on or before December 31, 2020 shall not qualify as a Participant at any time thereafter.

2.Section 3 of the Plan is hereby amended by adding the following paragraph at the end of such section:

Notwithstanding any provision of the Plan to the contrary (including but not limited to the foregoing provisions of this Section 3), effective for calendar years commencing after December 31, 2020, no additional deferrals of retainer and/or meeting fees otherwise payable to any member of the Board shall be permitted by any Participant and any deferral election in respect of any calendar year commencing on or after January 1, 2021 is void and of no effect.  The provisions of this paragraph are intended to limit participation in the Plan to those eligible Board members who have satisfied the requirements of Section 2 on or before December 31, 2020 and to freeze each Participant’s Deferred Compensation Account as of such date (adjusted for any future earnings on such account as provided in Section 6 hereof), and this paragraph shall be interpreted and administered to accomplish this result to the extent of any Plan provision to the contrary.

IN WITNESS WHEREOF, this Amendment to the Plan is hereby executed on behalf of the Company as of the 11th day of December, 2020.

W. R. BERKLEY CORPORATION
By:	/s/ Philip S. Welt
	Name:  Philip S. Welt
	Title:    Executive Vice President-              General Counsel and Secretary