Markel Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, 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): May 22, 2024
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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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. | ||||
At the 2024 Annual Meeting of Shareholders of Markel Group Inc. (the Company) held on May 22, 2024 (the 2024 Annual Meeting), the shareholders of the Company approved the Company's 2024 Equity Incentive Compensation Plan (the 2024 Equity Incentive Plan). A description of the 2024 Equity Incentive Plan is set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 4, 2024. The description is qualified in its entirety by reference to the full text of the 2024 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
At the 2024 Annual Meeting, shareholders (i) elected directors to the Board of Directors of the Company (the Board) to serve until the Company's 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified; (ii) approved on an advisory basis the compensation paid to the Company's named executive officers; (iii) approved the 2024 Equity Incentive Plan; (iv) ratified the selection of KPMG LLP by the Audit Committee of the Board as the Company's independent registered public accounting firm for the year ending December 31, 2024; and (v) rejected a shareholder proposal for a report on the Company's greenhouse gas emissions.
The results of the 2024 Annual Meeting were as follows:
Election of Directors
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Mark M. Besca | 9,571,942 | 73,021 | 8,762 | 1,475,064 | ||||||||||||||||||||||
| Lawrence A. Cunningham | 9,361,343 | 267,136 | 25,246 | 1,475,064 | ||||||||||||||||||||||
| Thomas S. Gayner | 9,323,558 | 323,852 | 6,315 | 1,475,064 | ||||||||||||||||||||||
| Greta J. Harris | 9,310,981 | 334,568 | 8,176 | 1,475,064 | ||||||||||||||||||||||
| Morgan E. Housel | 9,347,254 | 289,803 | 16,668 | 1,475,064 | ||||||||||||||||||||||
| Diane Leopold | 9,481,363 | 165,363 | 6,999 | 1,475,064 | ||||||||||||||||||||||
| Anthony F. Markel | 9,559,858 | 87,687 | 6,180 | 1,475,064 | ||||||||||||||||||||||
| Steven A. Markel | 9,396,902 | 250,651 | 6,172 | 1,475,064 | ||||||||||||||||||||||
| Harold L. Morrison, Jr. | 9,483,577 | 162,869 | 7,279 | 1,475,064 | ||||||||||||||||||||||
| Michael O'Reilly | 9,265,476 | 373,298 | 14,951 | 1,475,064 | ||||||||||||||||||||||
| A. Lynne Puckett | 8,502,264 | 1,143,021 | 8,440 | 1,475,064 | ||||||||||||||||||||||
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Advisory Vote on Approval of Executive Compensation
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 8,362,202 | 1,189,903 | 101,620 | 1,475,064 | |||||||||||||||||
Approval of Company's 2024 Equity Incentive Compensation Plan
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 9,404,067 | 227,460 | 22,198 | 1,475,064 | |||||||||||||||||
Ratification of Selection of Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 10,408,957 | 712,908 | 6,924 | N/A | |||||||||||||||||
Shareholder Proposal - Report on Company's Greenhouse Gas Emissions
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 3,511,581 | 5,746,662 | 395,482 | 1,475,064 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) 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. | |||||||||||
May 24, 2024 | By: | /s/ Richard R. Grinnan | |||||||||
Name: | Richard R. Grinnan | ||||||||||
Title: | Senior Vice President, Chief Legal Officer and Secretary | ||||||||||
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