SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 | |
W. R. BERKLEY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| (2) | Form, Schedule or Registration Statement No.:
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Commencing April 17, 2013, W. R. Berkley Corporation sent the following communication to all of its employees
Sent on behalf of William R. Berkley
Every year at W. R. Berkley Corporation’s annual meeting, stockholders vote on important matters. Most of the voting takes place before the meeting, through proxy voting. Voting by proxy allows stockholders to vote on issues that will be considered at the meeting, without actually attending the meeting in person.
If you hold shares as a registered stockholder, as a beneficial stockholder or as a participant in the 401(k) plan, voting your shares is an important way to take an active role in the overall governance of our Company.
Every vote counts. Every vote matters. All stockholders – including employees – are encouraged to voice their opinion by voting their shares. The Company’s Board of Directors has recommended a vote “FOR” each of the proposals on the ballot.
Voting by proxy began on April 8th and continues until 11:59 p.m. ET on May 20th, in advance of the annual meeting on May 21st.
Proxy materials have been sent to you either electronically or through postal mail, based on preferences on file with your bank or brokerage firm. In either case, you may vote by following the instructions in the materials you receive. If you do not receive proxy materials, please contact your bank or broker.
Your vote is important.
 Commencing
on
April
17,
2013,
W.
R.
Berkley
Corporation
made
the
following
additional
solicitation
materials
available.
W. R. Berkley Corporation
Additional Solicitation Materials
April 2013 |
 W. R.
Berkley Corporation’s cumulative stock performance has significantly W.
R. Berkley Corporation’s cumulative stock performance has significantly
out-performed the S&P 500
out-performed the S&P 500
®
®
2
Cumulative
Growth: 4,288%
753%
W. R. Berkley Corporation
S&P 500
®
RELATIVE
STOCK
PRICE
PERFORMANCE
W.
R.
Berkley
Corporation
vs.
S&P
500
® |
 3
|
 The
The
5-Year
5-Year
ISS
ISS
“Pay-TSR
“Pay-TSR
Alignment”
Alignment”
test
test
shows
shows
alignment
alignment
between
between
CEO pay and performance, over time
CEO pay and performance, over time
4
CEO Pay
Indexed TSR (WRB)
$0
$50
$100
$150
$200
0
15000
30000
45000
60000
CEO Pay
FYE 07
FYE 08
FYE 09
FYE 10
FYE 11
FYE 12
Indexed TSR (WRB)
$100.00
$104.91
$31,297
$136.25
$15,198
$119.95
$24,634
$94.56
$17,810
$84.24
$18,677 |
 5
Long-term performance is critical for property casualty insurance
companies; ultimate profitability may not be known for many years
Property casualty insurance is a cyclical business with approximately 10 years
from peak to peak
The value of all incentive awards is tied to profitability
Annual cash incentive plan rewards short-term performance in
real-time Non-formulaic bonus provides flexibility to respond to
changing market conditions
Value of incentive compensation predicated on long-term performance
Multiple overlapping five year vesting cycles for incentive awards encourage
consistent high level performance
Setting short and long-term performance goals helps produce superior
results over time
Multi-year vesting and performance periods align management
Multi-year vesting and performance periods align management
objectives with the long-term nature of the business
objectives with the long-term nature of the business
|
 6
Longer vesting and performance periods incentivize longevity with
the Company and create a long-term view aligned with stockholders
Combination of two distinct types of awards
Restricted Stock Units (RSUs)
Long-Term Incentive Plan (LTIPs)
Staggered grants such that RSUs or LTIPs, but generally not both,
may be granted in any given year
Single year snapshot does not accurately depict the Company’s long-term
pay practices
Subject
to
recapture
(clawback)
for
certain
misconduct
or
breach
of
restrictive covenants
Long-term incentive programs create competitive advantage
Long-term incentive programs create competitive advantage
for retaining key talent and discourage excessive risk taking
for retaining key talent and discourage excessive risk taking
|
 7
Restricted Stock Units (RSUs)
Restricted Stock Units (RSUs)
Provides alignment with stockholders as value of RSUs tracks
value of stock
Five year cliff vesting period with substantial risk of forfeiture for
all grantees
Mandatory deferral of vested units for Named Executive Officers
(NEOs) and other senior officers at the Company and its
operating units until 90 days following separation
Dividend equivalents are paid on vested and deferred RSUs and are
included in total compensation |
 8
Long Term Incentive Program (LTIP)
Long Term Incentive Program (LTIP)
Performance based hurdle rate for 100% payout historically set
at 15% growth in book value per share over a 5 year period
Payout dependent upon Company performance:
Five
year
vesting
period
with
substantial
risk
of
forfeiture
for
all
grantees
Historical LTIP Payout
Year of
Grant
Year of
Payout
Payout %
2008
2013
57%
2006
2011
98%
2004
2008
100%
2001
2004
100%
1997
2002
10% |
 9
Stock ownership guidelines further align management with
Stock ownership guidelines further align management with
stockholders
stockholders
Specific requirements for stock ownership by Named Executive Officers
(NEOs) formalized by policy
Actual ownership by each NEO significantly exceeds amount required
by guideline
CEO currently beneficially owns approximately 19% of the Company’s stock
(including pledged shares)
Other NEOs beneficially own on average in excess of 26 times their base
salary Prohibition on hedging and other derivative transactions
Shares used in fulfillment of ownership guidelines may not be pledged
NEO Ownership Guidelines
Title
Multiple of Base Salary
CEO
10 times
COO
5 times
Other NEOs
3 times |
 10
Ownership by Chairman, CEO & Founder, William R. Berkley
Ownership by Chairman, CEO & Founder, William R. Berkley
Chairman, CEO & Founder beneficially owns 19% (25,733,756
shares) of the Company’s outstanding common stock
Has not sold stock in more than 30 years, other than in
connection with cashless exercise of stock options or to cover
taxes on vested RSUs |