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 3, 2012

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 3, 2012, RLI Corp. (“RLI”) held its annual meeting of stockholders (“Annual Meeting”). Matters voted upon at the Annual Meeting were (1) election of directors, (2) ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firmfor the current fiscal year, and (3) approval of a non-binding, advisory resolution 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:	—	—	1,961,451
	Kaj Ahlmann	16,830,269	196,663	—
	Barbara R. Allen	16,353,990	672,942	—
	John T. Baily	16,839,614	187,318	—
	Jordan W. Graham	16,339,111	687,821	—
	Gerald I. Lenrow	16,475,615	551,317	—
	Charles M. Linke	16,803,530	223,402	—
	F. Lynn McPheeters	16,494,963	531,969	—
	Jonathan E. Michael	16,592,070	434,862	—
	Robert O. Viets	16,811,656	215,276	—

		For	Against	Abstentions	Broker Non-Votes
2.	Ratification of KPMG LLP as independent registered public accounting firm	18,735,812	216,630	35,941	—

		For	Against	Abstentions	Broker Non-Votes
3.	Approval of non-binding, advisory vote regarding the compensation of Company’s named executive officers	16,226,212	497,886	302,834	1,961,451

2

Item 8.01  Other Events.

On May 3, 2012, RLI Corp. announced that its Board of Directors (“Board”) approved a quarterly dividend on its common stock of $0.32 per share.  The dividend is payable on June 20, 2012, to shareholders of record as of May 31, 2012.  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 3, 2012.
	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.

3

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 3, 2012	By:	/s/ Daniel O. Kennedy
	Daniel O. Kennedy
	Vice President and General Counsel

4

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated May 3, 2012
	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.

5

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: Aaron Jacoby
	(309) 693-5880
	Aaron.Jacoby@rlicorp.com
	www.rlicorp.com

RLI increases dividend for 37th consecutive year

PEORIA, ILLINOIS, May 3, 2012, RLI Corp. (NYSE:RLI) — The RLI Corp. board of directors has declared a second quarter cash dividend of $0.32 per share, a $0.02 increase over the prior quarter.  The dividend is payable on June 20, 2012, to shareholders of record as of May 31, 2012.

RLI has paid dividends for 144 consecutive quarters and increased dividends in each of the last 37 years.

The company’s dividend yield would be 1.86%, based on the $1.28 indicated annual dividend and yesterday’s closing stock price of $69.00.

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. Contractors Bonding and Insurance Company is rated A “Excellent” by A.M. Best Company.

For additional information, contact Aaron Jacoby, Vice President, Corporate Development at (309) 693-5880 or at aaron.jacoby@rlicorp.com or visit our website at www.rlicorp.com.

###