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 7, 2015

 

 

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:

 

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

 

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

 

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

 

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

 

 

 



 

Item 1.01.             Entry into a Material Definitive Agreement.

 

2015 Long-Term Incentive Plan

 

On May 7, 2015, RLI Corp. (“Company”) held its annual meeting of stockholders (“Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved the 2015 RLI Corp. Long-Term Incentive Plan (“2015 LTIP”).  The 2015 LTIP was also adopted and approved, subject to stockholder approval, by the board of directors of the Company (“Board”) on March 11, 2015, and described in the Company’s definitive proxy statement for the Annual Meeting.

 

The following is a summary of the material terms of the 2015 LTIP and is qualified in its entirety by reference to the full terms of the 2015 LTIP document, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

The purpose of the 2015 LTIP is to promote the interests of the Company and its shareholders by providing key personnel and independent directors of the Company and its affiliates with an opportunity to acquire a proprietary interest in the Company. The Executive Resources Committee of the Board (“Committee”) will administer the 2015 LTIP.  The 2015 LTIP supersedes the Company’s 2010 Long-Term Incentive Plan and no further awards will be made under that plan.

 

The 2015 LTIP provides that the Committee may grant awards to participants in the form of (1) non-qualified stock options, (2) stock appreciation rights, which are rights to receive a payment from the Company in cash, common stock, or a combination thereof, (3) performance units, which are rights to receive payment from the Company in cash, common stock or a combination thereof, (4) shares of common stock subject to restrictions on transfer and conditions of forfeiture, and (5) restricted stock units that consist of the right to receive shares in the future provided that certain restrictions or conditions are satisfied.

 

The 2015 LTIP is effective May 7, 2015.  The 2015 LTIP will remain in effect until all Common Stock subject to it is distributed, all awards have expired or lapsed, the 2015 LTIP is terminated pursuant to its terms, or May 7, 2025. However, awards made before the termination date may be exercised, vested or otherwise effectuated beyond the termination date unless limited in the agreement or otherwise.

 

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

 

Matters voted upon at the Annual Meeting were (1) election of directors, (2) approval of amendment to the 2005 RLI Corp. Omnibus Stock Plan, (3) approval of amendment to the 2010 RLI Corp. Long-Term Incentive Plan, (4) approval of the 2015 RLI Corp. Long-Term Incentive Plan, (5) ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year, and (6) 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:

 

2



 

 

 

 

 

For

 

Withheld

 

Broker
Non-Votes

1.

 

Election of Directors:

 

 

 

3,886,861

 

 

Kaj Ahlmann

 

35,772,946

 

354,804

 

 

 

Barbara R. Allen

 

35,746,422

 

381,328

 

 

 

Michael E. Angelina

 

35,825,820

 

301,930

 

 

 

John T. Baily

 

35,294,239

 

833,511

 

 

 

Jordan W. Graham

 

35,236,269

 

891,481

 

 

 

Gerald I. Lenrow

 

35,070,802

 

1,056,948

 

 

 

Charles M. Linke

 

35,265,252

 

862,498

 

 

 

F. Lynn McPheeters

 

35,356,588

 

771,162

 

 

 

Jonathan E. Michael

 

35,103,000

 

1,024,750

 

 

 

James J. Scanlan

 

35,830,161

 

297,589

 

 

 

Michael J. Stone

 

35,290,938

 

836,812

 

 

 

Robert O. Viets

 

35,194,711

 

933,039

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

 

 

For

 

Against

 

Abstentions

 

Non-Votes

2.

 

Approval of amendment to the 2005 RLI Corp. Omnibus Stock Plan

 

34,937,277

 

1,077,758

 

112,715

 

3,886,861

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

 

 

For

 

Against

 

Abstentions

 

Non-Votes

3.

 

Approval of amendment to the 2010 RLI Corp. Long-Term Incentive Plan

 

34,883,255

 

1,106,301

 

138,194

 

3,886,861

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

 

 

For

 

Against

 

Abstentions

 

Non-Votes

4.

 

Approval of the 2015 RLI Corp. Long-Term Incentive Plan

 

33,752,324

 

2,211,939

 

163,487

 

3,886,861

 

3



 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

 

 

For

 

Against

 

Abstentions

 

Non-Votes

5.

 

Ratification of KPMG LLP as independent registered public accounting firm

 

38,806,574

 

1,150,962

 

57,075

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

 

 

For

 

Against

 

Abstentions

 

Non-Votes

6.

 

Approval of non-binding, advisory vote regarding the compensation of Company’s named executive officers

 

35,217,810

 

684,589

 

225,351

 

3,886,861

 

Item 8.01  Other Events.

 

On May 7, 2015, the Company announced that the Board approved a quarterly dividend on its common stock of $0.19 per share.  The dividend is payable on June 19, 2015, to shareholders of record as of May 29, 2015.  Furnished as Exhibit 99.1 and incorporated herein by reference is the press release issued by the Company.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

2015 RLI Corp. Long-Term Incentive Plan

 

 

 

99.1

 

Press Release dated May 7, 2015.

 

 

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.

 

4



 

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 7, 2015

 

By:

/s/ Daniel O. Kennedy

 

 

Daniel O. Kennedy

 

 

Vice President and General Counsel

 

 

 

 

5



 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit

 

 

 

10.1

 

2015 RLI Corp. Long-Term Incentive Plan

 

 

 

99.1

 

Press Release dated May 7, 2015

 

 

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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