UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) | On May 2, 2024, 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 |
| Against |
| Abstentions | Broker | |
Election of Directors: |
| — |
| — |
| ⸺ | 2,954,463 | |
Michael E. Angelina |
| 38,897,145 | 248,193 | 28,224 | 2,954,463 | |||
David B. Duclos | 38,582,617 | 562,807 | 28,138 | 2,954,463 | ||||
Susan S. Fleming | 39,005,652 | 146,157 | 21,753 | 2,954,463 | ||||
Jordan W. Graham |
| 37,963,841 | 1,179,563 | 30,158 | 2,954,463 | |||
Clark C. Kellogg | 37,491,031 | 1,030,018 | 652,513 | 2,954,463 | ||||
Craig W. Kliethermes | 38,902,403 | 242,822 | 28,337 | 2,954,463 | ||||
Paul B. Medini | 38,777,906 | 359,552 | 36,104 | 2,954,463 | ||||
Robert P. Restrepo, Jr. |
| 34,010,001 | 4,918,633 | 244,928 | 2,954,463 | |||
Debbie S. Roberts |
| 37,330,744 | 1,492,324 | 350,494 | 2,954,463 | |||
Michael J. Stone |
| 38,351,368 | 793,906 | 28,288 | 2,954,463 |
The Board of Directors also appointed David B. Duclos as Chairman of the Board.
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 |
| 38,259,260 | 838,582 | 75,720 | 2,954,463 |
3. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was approved based upon the following votes:
|
|
|
|
|
|
| Broker |
| For |
| Against |
| Abstentions |
| Non-Votes |
| 42,047,107 | 30,040 | 50,878 | ⸺ |