Annual Meeting 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, 2016

 

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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:

 

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

 

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

 

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

 

            Pre-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.

 

(a)

On May 5, 2016, RLI Corp. (“Company”) held its annual meeting of shareholders (“Annual Meeting”).

 

(b)

At the Annual Meeting, the Company’s shareholders voted on the following five 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

 

Withheld

 

Broker
Non-Votes

 

 

Kaj Ahlmann

 

37,920,592

 

142,544

 

4,047,930

 

 

Barbara R. Allen

 

37,599,885

 

463,251

 

4,047,930

 

 

Michael E. Angelina

 

37,857,054

 

206,082

 

4,047,930

 

 

John T. Baily

 

37,462,604

 

600,532

 

4,047,930

 

 

Jordan W. Graham

 

37,711,764

 

351,372

 

4,047,930

 

 

Charles M. Linke

 

37,603,242

 

459,894

 

4,047,930

 

 

F. Lynn McPheeters

 

37,651,859

 

411,277

 

4,047,930

 

 

Jonathan E. Michael

 

37,479,347

 

583,789

 

4,047,930

 

 

James J. Scanlan

 

37,926,247

 

136,889

 

4,047,930

 

 

Michael J. Stone

 

37,871,506

 

191,630

 

4,047,930

 

 

Robert O. Viets

 

37,426,513

 

636,623

 

4,047,930

 

 

2.

The proposal to approve the RLI Corp. Annual Incentive Compensation Plan, as described in the proxy materials, was approved based upon the following votes:

 

 

 

 

 

For

Against

Abstentions

Broker Non-Votes

37,323,896

630,251

108,989

4,047,930

 

3.

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:

 

 

 

 

For

Against

Abstentions

Broker Non-Votes

37,459,379

460,146

143,611

4,047,930

 

4.

The proposal on the frequency of future advisory votes on executive compensation, as described in the proxy materials, received the following votes:

 

Ne Year

 

 

 

One Year

Two Years

Three Years

Abstentions

34,088,176

544,809

3,298,926

121,225

 

5.

The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2016 was approved based upon the following votes:

1,278,322

 

 

 

For

Against

Abstentions

Broker Non-Votes

41,278,322

665,448

167,296

 

 

 

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Item 8.01              Other Events.

 

 

On May 5, 2016, the Company announced that its Board of Directors approved a quarterly dividend on its common stock of $0.20 per share.  The dividend is payable on June 20, 2016, to shareholders of record as of May 31, 2016.  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

 

5

 

 

Exhibit No.

 

Description

99.1

 

Press Release dated May 5, 2016.

 

 

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, 2016

 

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, 2016

 

 

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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