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): August 15, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)  Effective August 16, 2012, RLI Corp. (“RLI”) appointed Michael J. Stone and David B. Duclos as members of its Board of Directors (“Board”).  Mr. Stone and Mr. Duclos have been appointed for terms expiring at RLI’s next annual shareholders’ meeting in May 2013, at which time they will stand for re-election.

Mr. Stone is President & Chief Operating Officer of RLI Insurance Company. Mr Duclos is a retired Chief Executive of XL Group plc Insurance Operations, and currently serves as a consultant for XL Group plc.

The Board appointed Mr. Stone to serve as a member of the Strategy Committee and the Finance and Investment Committee, and appointed Mr. Duclos to serve as a member of the Strategy Committee and the Nominating/Corporate Governance Committee.As members of the Board, Mr. Stone will not receive director fees, and Mr. Duclos will receive compensation pursuant to RLI’s standard arrangements for outside directors.

Furnished as Exhibit 99.1 and incorporated herein by reference is a copy of the press release issued by RLI relating to their appointment as directors.

Item 8.01  Other Events.

On August 15, 2012, RLI announced that its Board approved a quarterly dividend on its common stock of $0.32 per share.  The dividend is payable on September 20, 2012, to shareholders of record as of August 31, 2012.  Furnished as Exhibit 99.2 and incorporated herein by reference is the press release issued by RLI relating to the dividend.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated August 16, 2016 (this Exhibit is furnished pursuant to Item 5.02 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934).
99.2	Press Release dated August 15, 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).

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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: August 16, 2012	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 August 16, 2012 (this Exhibit is furnished pursuant to Item 5.02 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934).
99.2	Press Release dated August 15, 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).

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EX-99.1

Exhibit 99.1

	NEWS RELEASE 9025 N. Lindbergh Drive | Peoria, IL 61615-1431
¾RLI Corp.	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 Appoints Michael Stone and David Duclos to Board of Directors

PEORIA, ILLINOIS, August, 16, 2012 — RLI Corp. (NYSE: RLI) — RLI Corp. announced today that RLI Insurance Company President & Chief Operating Officer Michael J. Stone and former Chief Executive of XL Group plc Insurance Operations David B. Duclos have been appointed to its board of directors. Their appointment increases the number of RLI board members to 11, effective August 16, 2012. Stone and Duclos have been appointed for terms expiring at RLI’s next annual shareholders’ meeting in May 2013, at which time they will stand for re-election.

As RLI Insurance Company President & Chief Operating Officer, Stone is responsible for the insurance operations of RLI and its subsidiaries. He joined RLI from Travelers in 1996 as Vice President, Claim. Stone was promoted to Executive Vice President in 1998 and was appointed to his current position in 2002. He holds a bachelor’s degree from Bellarmine College and a J.D., magna cum laude, from the University of Louisville.

Duclos is a retired Chief Executive of XL Group plc Insurance Operations, and currently serves as a consultant for XL Group plc. He has more than 32 years of insurance industry experience, and has held leadership positions at XL Group plc, Kemper Insurance Company and CIGNA Corporation. He holds a bachelor’s degree from Eastern Illinois University and is a graduate of the Advanced Insurance Executive Education Program from the Wharton School at the University of Pennsylvania.

“Mike and David are successful leaders in the insurance industry,” said RLI Corp. Chairman & CEO Jonathan E. Michael. “They each bring unique expertise and a wealth of industry knowledge that will complement the strength of RLI’s existing board of directors. As we grow our business, their leadership and guidance will enable us to continue delivering value to our shareholders.”

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, RLI Indemnity Company and Contractors Bonding and Insurance Company — are rated A+ “Superior” 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.

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EX-99.2

Exhibit  99.2

	NEWS RELEASE 9025 N. Lindbergh Drive | Peoria, IL 61615-1431
¾RLI Corp.	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 Declares Dividend

PEORIA, ILLINOIS, August 15, 2012, RLI Corp. (NYSE:RLI) — The RLI Corp. board of directors has declared a third quarter regular cash dividend of $0.32 per share, the same amount as the prior quarter.  The dividend is payable on September 20, 2012, to shareholders of record as of August 31, 2012.

RLI has paid dividends for 145 consecutive quarters and increased dividends in each of the last 37 years.

The company’s dividend yield would be 2.03%, based on the $1.28 indicated annual dividend and today’s closing stock price of $62.99.

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, RLI Indemnity Company and Contractors Bonding and Insurance Company — are rated A+ “Superior” 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.

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