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): June 9, 2022

ALLEGHANY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-9371	51-0283071
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1411 Broadway, 34th Floor, New York, New York	10018
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 752-1356

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	Y	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 (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 5.07. Submission of Matters to a Vote of Security Holders.

Alleghany Corporation (the “Company”), held its special meeting of stockholders on June 9, 2022 to consider the matters relating to the proposed acquisition of the Company by Berkshire Hathaway Inc. (“Berkshire”).  At the meeting, stockholders present in person or represented by proxy voted on the proposals described below.  Set forth below are the voting results for these proposals.

There were 13,454,888 shares of the Company’s common stock entitled to vote at the special meeting and a total of 11,515,643 shares (approximately 85.6% of the outstanding common stock) of the Company’s common stock were represented at the meeting in person or by proxy.

1) To approve and adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”), dated as of March 20, 2022, by and among Berkshire, O&M Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Berkshire (“Merger Sub”), and the Company, and the merger of Merger Sub with and into the Company (the “merger”).

For	Against	Abstain
11,363,594	117,345	34,704

2) To approve on an advisory (non-binding) basis, the compensation that may become payable to the Company’s named executive officers in connection with the merger.

For	Against	Abstain
4,569,626	6,613,380	332,637

3) To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve and adopt the merger agreement and the merger.

The adjournment proposal was rendered moot in light of the approval of Proposal 1.

Item 8.01. Other Items.

On June 9, 2022, the Company issued a press release announcing the results of the special meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated June 9, 2022
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

-2-

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.

	ALLEGHANY CORPORATION
Date: June 9, 2022	By:	/s/ Kerry J. Jacobs
	Name:	Kerry J. Jacobs
	Title:	Executive Vice President and Chief Financial Officer

-3-

EX-99.1

Exhibit 99.1

Alleghany Corporation Stockholders Approve Acquisition By

 Berkshire Hathaway

NEW YORK, June 9, 2022 – Alleghany Corporation (NYSE: Y) today announced that its stockholders voted to approve and adopt the Agreement and Plan of Merger, dated as of March 20, 2022 (the “Merger Agreement”), pursuant to which Alleghany will be acquired by Berkshire Hathaway Inc. (NYSE: BRK.A; BRK.B) for $848.02 per share of common stock in cash.

“We are pleased our stockholders have overwhelmingly voted to support this compelling transaction, which delivers significant value to them. I want to personally thank Alleghany’s employees for their contributions and continued dedication that have made this achievement possible,” said Joseph P. Brandon, Alleghany’s President and Chief Executive Officer. “Alleghany looks forward to further building on its success as part of Berkshire Hathaway.”

During the special meeting of stockholders held today, approximately 84% of Alleghany’s outstanding common shares, and more than 98% of the votes cast, voted in favor of the merger proposal. The final voting results at the special meeting will be set forth in a Current Report on Form 8-K to be filed by Alleghany with the U.S. Securities and Exchange Commission.

In addition to the approval today by Alleghany stockholders, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired in early May.  The transaction is expected to close in the fourth quarter of 2022, subject to customary closing conditions and regulatory approvals.

About Alleghany

Alleghany Corporation owns operating subsidiaries and manages investments, anchored by a core position in property and casualty reinsurance and insurance. Alleghany's property and casualty subsidiaries include: Transatlantic Holdings, Inc., a leading global reinsurer; RSUI Group, Inc., which underwrites wholesale specialty insurance coverages; and CapSpecialty, Inc., an underwriter of specialty casualty and surety insurance coverages. Alleghany's subsidiary Alleghany Capital Corporation owns and supports a diverse portfolio of eight non-financial businesses.

Forward-looking Statements

This release contains disclosures, which may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should” or the negative versions of those words or other comparable words. Forward-looking statements do not relate solely to historical or current facts, rather they are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time. These statements are not guarantees of future performance. These forward-looking statements are based upon Alleghany’s current expectations and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and Alleghany’s future financial condition and results.

Various forward-looking statements in this release relate to the proposed acquisition by Berkshire Hathaway of Alleghany. Important transaction-related and other risk factors that may cause these forward-looking statements to differ include: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the completion of the transaction on unanticipated terms and timing, including delays in obtaining required regulatory approvals, and in satisfying the other conditions to the completion of the transaction; (iii) significant transaction costs associated with the transaction; (iv) litigation relating to the transaction, including the effects of any outcomes related thereto; (v) the risk that disruptions from the transaction will harm Alleghany’s business, including current plans and operations; (vi) the ability of Alleghany to retain and hire key personnel; and (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction.

Additional risks and uncertainties are discussed in the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 23, 2022 and Alleghany’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2022 filed with the SEC on May 5, 2022 and subsequent filings with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Alleghany does not undertake any obligation to update or revise any forward-looking statements to reflect subsequent circumstances or events.

Contacts

Investors

Dale James

Alleghany Corporation

212-508-8116

Media

Paul Scarpetta/Drew Brown/Warren Rizzi

Sard Verbinnen & Co.

AlleghanyCorp-SVC@sardverb.com

- 2 -

XML

Document and Entity Information	Jun. 09, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 09, 2022
Entity Registrant Name	ALLEGHANY CORP /DE
Entity Incorporation, State or Country Code	DE
Entity File Number	1-9371
Entity Tax Identification Number	51-0283071
Entity Address, Address Line One	1411 Broadway
Entity Address, Address Line Two	34th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	212
Local Phone Number	752-1356
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000775368
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	Y
Security Exchange Name	NYSE