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BERKLEY W R CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 20, 2014



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

W. R. Berkley Corporation (the "Company") held its Annual Meeting of Stockholders on May 20, 2014. The meeting involved: (i) the election of three directors for terms to expire (a) in the case of nominee Mark L. Shapiro, at the Company's Annual Meeting of Stockholders to be held in 2017 and until his successor is duly elected and qualified, and (b) in the case of nominees George G. Daly and Jack H. Nusbaum, at the Annual Meeting of Stockholders to be held in 2015 and until their respective successors are duly elected and qualified; (ii) the approval of the W. R. Berkley Corporation 2014 Long-Term Incentive Plan; (iii) a resolution approving, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement for this Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or "say-on-pay" vote; and (iv) the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

The directors elected and the final voting results are as follows:

(i) Election of Directors:

Nominee For Against Abstain Broker Non Vote George G. Daly 93,969,626 13,607,961 272,077 8,158,161 Jack H. Nusbaum 86,788,712 20,786,007 274,945 8,158,161 Mark L. Shapiro 90,351,132 17,222,812 275,720 8,158,161

(ii) Approval of the W. R. Berkley Corporation 2014 Long-Term Incentive Plan: For Against Abstain Broker Non Vote 104,274,754 3,266,496 308,414 8,158,161



(iii) Non-Binding Advisory Vote on the Compensation of the Company's Named

Executive Officers ("Say-on-Pay Vote"): For Against Abstain Broker Non Vote 59,894,684 46,941,418 1,013,562 8,158,161 (iv) Ratification of the Appointment of KPMG LLP: For Against Abstain 115,529,574 171,320 306,931



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Source: Edgar Glimpses


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