Markel Group Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$MKL
Property-Casualty Insurers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2025
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Retirement of Anthony F. Markel
On March 17, 2025, Markel Group Inc. (the Company or Markel Group) issued a press release announcing that Anthony F. Markel informed the Company on March 14, 2025 that he will not stand for re-election as a director at the Company's 2025 Annual Meeting of Shareholders scheduled to be held May 21, 2025. Mr. Markel will retire as a director of the Company at the end of the meeting.
The Board has named Mr. Markel to the honorary position of "Chairman Emeritus" of the Board effective upon retiring from the Board of Directors in May 2025.
Appointment of Jonathan E. Michael to the Board of Directors
On March 17, 2025, Markel Group also announced the appointment of Jonathan E. Michael to the Company's Board of Directors (the Board), effective March 15, 2025.
Mr. Michael is a proven leader in the specialty insurance industry with extensive financial and operational expertise, following a 20+ year career as the CEO of RLI Corp. (RLI). He was the Chairman of RLI, a publicly traded specialty insurance company, from May 2011 to May 2024, and was President and CEO of RLI from January 2001 to December 2021. He held various positions at RLI after joining in 1982, including President and Chief Operating Officer, Executive Vice President, and Chief Financial Officer. Prior to joining RLI, Mr. Michael was a certified public accountant with the accounting firm Coopers & Lybrand. Mr. Michael was appointed interim President of Bradley University in June 2024 and has served on its Board of Trustees since 2016, most recently as Board Chair. Mr. Michael currently serves as the lead independent director of SS&C Technologies Holdings, Inc. (Nasdaq) (2010 – Present) and previously served as a director of RLI (1997 – 2024).
Mr. Michael will participate in the Company's compensation programs for non-employee directors. At present, in May of each year, each non-employee director is paid an annual retainer fee of $110,000 (payable in cash, Company common stock, or a combination thereof) and receives an annual grant of approximately $165,000 in restricted shares of Company common stock. Non-employee directors may purchase Company common stock under the non-qualified component of the Company's 2020 Employee Stock Purchase Plan at a 10% discount, up to the total amount of the retainer fee received by the director. In connection with his appointment to the Board effective March 15, 2025, Mr. Michael will receive a pro rata (i) retainer fee of $18,333 and (ii) grant of approximately $27,500 in restricted stock.
In addition, each non-employee director is reimbursed for expenses incurred in connection with attending meetings. The Company also will match up to $15,000 in charitable contributions made by each non-employee director each year.
A copy of the press release announcing Mr. Markel’s retirement and Mr. Michael’s appointment is furnished as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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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.
| MARKEL GROUP INC. | |||||||||||
| March 17, 2025 | By: | /s/ Michael R. Heaton | |||||||||
| Name: | Michael R. Heaton | ||||||||||
| Title: | Executive Vice President and Chief Operating Officer | ||||||||||
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