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): May 5, 2011

RLI Corp.

(Exact name of registrant as specified in its charter)

Illinois	001-09463	37-0889946
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

9025 North Lindbergh Drive, Peoria, IL	61615
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (309) 692-1000

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07               Submission of Matters to a Vote of Security Holders.

On May 5, 2011, RLI Corp. (“RLI”) held its annual meeting of stockholders (“Annual Meeting”). Matters voted upon at the Annual Meeting were (1) election of directors, (2) approval of the Company’s annual incentive compensation plan, (3) ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firmfor the current fiscal year, (4) approval of  a non-binding, advisory resolution on the compensation of the Company’s named executive officers, and (5) non-binding, advisory vote on the frequency of voting on the compensation of the Company’s named executive officers.

The final results of voting on each of the matters submitted to a vote of stockholders during the Annual Meeting are as follows.

		For	Withheld	Broker  Non-Votes
1.	Election of Directors:	—	—	1,667,979
	Kaj Ahlmann	18,193,478	216,621	—
	Barbara R. Allen	17,885,306	524,793	—
	John T. Baily	18,176,524	233,575	—
	Jordan W. Graham	17,868,437	541,662	—
	Gerald I. Lenrow	17,974,664	435,435	—
	Charles M. Linke	18,170,677	239,422	—
	F. Lynn McPheeters	17,988,485	421,614	—
	Jonathan E. Michael	18,012,858	397,241	—
	Robert O. Viets	18,166,209	243,890	—

		For	Against	Abstentions	Broker  Non-Votes
2.	Approval of annual incentive compensation plan	17,930,075	221,004	259,020	1,667,979

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		For	Against	Abstentions	Broker  Non-Votes
3.	Ratification of KPMG LLP as independent registered public accounting firm	19,832,925	212,939	32,214	—
		For	Against	Abstentions	Broker  Non-Votes
4.	Approval of non-binding, advisory vote approving the compensation of Company’s named executive officers	17,421,086	630,977	358,036	1,667,979

		1 Year	2 Years	3 Years	Abstentions	Broker  Non-Votes
5.	Non-binding, advisory vote on frequency of voting on compensation of Company’s named executive officers	10,500,529	345,795	7,226,360	337,415	—

Item 8.01  Other Events.

On May 5, 2011, RLI Corp. announced that its Board of Directors approved a quarterly dividend on its common stock of $0.30 per share.  The dividend is payable on June 20, 2011, to shareholders of record as of May 31, 2011.  Furnished as Exhibit 99.1 and incorporated herein by reference is the press release issued by RLI Corp.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 5, 2011.
	This Exhibit is furnished pursuant to Item 8.01 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

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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.

	RLI CORP.
Date: May 6, 2011	By:	/s/ Daniel O. Kennedy
	Daniel O. Kennedy
	Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated May 5, 2011
	This Exhibit is furnished pursuant to Item 8.01 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

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EX-99.1

Exhibit 99.1

		NEWS RELEASE
	RLI Corp.	9025 N. Lindbergh Drive | Peoria, IL 61615-1431
		P: 309-692-1000 | F: 309-692-1068 | www.rlicorp.com

FOR IMMEDIATE RELEASE	CONTACT: John Robison
	(309) 693-5846
	John.Robison@rlicorp.com
	www.rlicorp.com

RLI increases dividend

PEORIA, ILLINOIS, May 5, 2011, RLI Corp. (NYSE:RLI) — The RLI Corp. board of directors has declared a second quarter regular cash dividend of $0.30 per share, a $0.01 increase over the prior quarter.  The dividend is payable on June 20, 2011 to shareholders of record as of May 31, 2011.

RLI has paid regular dividends for 140 consecutive quarters and increased regular dividends in each of the last 36 years.

RLI, a specialty insurance company, offers a diversified portfolio of property and casualty coverages and surety bonds serving niche or underserved markets. RLI operates in all 50 states from office locations across the country. RLI’s insurance subsidiaries — RLI Insurance Company, Mt. Hawley Insurance Company and RLI Indemnity Company — are rated A+ “Superior” by A.M. Best Company and A+ “Strong” by Standard & Poor’s. RLI’s newly acquired subsidiary, Contractors Bonding and Insurance Company, is rated A “Excellent” by A.M. Best Company. RLI is recognized as one of the insurance industry’s top performing companies by its designation as a Ward’s 50® Top P&C Performer and has been a member of the group for 20 straight years since the list’s inception in 1991.

For additional information, contact RLI Treasurer & Chief Investment Officer John Robison at (309) 693-5846 or at john.robison@rlicorp.com or visit our website at www.rlicorp.com.

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