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MKL > SEC Filings for MKL > Form 8-K on 17-May-2013All Recent SEC Filings

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Form 8-K for MARKEL CORP


17-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2013 the Compensation Committee of Markel Corporation (the "Company") approved salary increases for the Company's named executive officers, taking into account increased size and complexity of the Company following its acquisition of Alterra Capital Holdings Limited ("Alterra") on May 1, 2013 and the work that will be required by these individuals with respect to the integration of Alterra into the Company over the next several years. In addition, the Compensation Committee approved retention awards of restricted stock units to each of the named executive officers other than Steven A. Markel (who has not, at his request, participated in the Company's equity incentive plans). The purpose of these awards was to assist in assuring the Company of the services of these individuals to oversee the Alterra integration.

The table below sets forth the new base salaries for each of the named executive officers, which went into effect on May 1, 2013, as well as the number of restricted stock units granted to the named executive officers on May 13, 2013. The restricted stock units were granted under the Company's 2012 Equity Incentive Compensation Plan and, subject to certain conditions, are scheduled to vest on May 13, 2016, with pro rata vesting in the case of death or disability. Each unit represents the right to receive one share of the Company's common stock upon vesting. See Exhibit 10.1 for the form of Restricted Stock Unit Award Agreement.

                                                        Base Salary               Restricted Stock Unit
Name                             Title             Effective May 1,  2013                 Award

Alan I. Kirshner           Chairman and CEO       $                900,000             3,805 units

Steven A. Markel           Vice Chairman          $                700,000                 N/A

F. Michael Crowley         President and
                           Co-Chief
                           Operating Officer      $                750,000             3,805 units

Thomas S. Gayner           President and
                           Chief Investment
                           Officer                $                750,000             3,805 units

Richard R. Whitt, III      President and
                           Co-Chief
                           Operating Officer      $                750,000             3,805 units

Anne G. Waleski            Chief Financial
                           Officer                $                425,000             1,427 units

On May 13, 2013, the Board of Directors of the Company also approved the recommendation of the Compensation Committee to increase the compensation of the Company's non-employee directors. Beginning May 13, 2013, each non-employee director is paid an annual retainer fee of $60,000 and the Lead Director is paid an additional annual retainer fee of $20,000. In addition, each non-employee director receives an annual grant of approximately $100,000 in restricted stock. In conjunction with these modifications, on May 13, 2013, each of the Company's non-employee directors received an annual award of 190 shares of restricted stock under the Company's 2012 Equity Incentive Compensation Plan.




Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of the Company was held on May 13, 2013. At the annual meeting, the shareholders of the Company elected directors to serve until the 2014 Annual Meeting of Shareholders and ratified the selection of KPMG LLP by the Audit Committee of the Board of Directors as the Company's independent registered public accounting firm for the year ending December 31, 2013. The results of the meeting were as follows:

Election of Directors



  Directors                     For           Against       Abstain       Broker Non-Votes

  J. Alfred Broaddus, Jr.     7,479,108          43,365        2,572              1,278,364

  K. Bruce Connell            7,510,326           8,944        5,775              1,278,364

  Douglas C. Eby              7,422,718          97,459        4,868              1,278,364

  Stewart M. Kasen            7,401,882         118,272        4,891              1,278,364

  Alan I. Kirshner            7,335,593         175,359       14,093              1,278,364

  Lemuel E. Lewis             7,511,590           9,074        4,381              1,278,364

  Anthony F. Markel           7,423,598          98,834        2,613              1,278,364

  Steven A. Markel            7,431,119          91,299        2,627              1,278,364

  Darrell D. Martin           5,693,093       1,828,049        3,903              1,278,364

  Michael O'Reilly            7,509,509           9,638        5,898              1,278,364

  Jay M. Weinberg             7,476,330          44,675        4,040              1,278,364

  Debora J. Wilson            7,513,266           9,334        2,445              1,278,364

Ratification of Selection of Independent Registered Accounting Firm

For Against Abstain Broker Non-Votes
8,767,079 29,449 6,881 Not applicable



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Form of Restricted Stock Unit Award Agreement (filed herewith).


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