RLI CORP 8-K

What Happened RLI Corp held its annual meeting of shareholders on May 14, 2026 and filed an 8-K on May 20, 2026 reporting the results. All board nominees were elected to one-year terms expiring at the next annual meeting, the Board appointed David B. Duclos as Chairman, shareholders approved the non-binding advisory vote on executive compensation, and ratified Deloitte & Touche LLP as the company’s independent auditor for 2026.

Key Details

• Meeting date and filing: Annual meeting held May 14, 2026; Form 8-K filed May 20, 2026.
• Director elections (For / Against / Abstentions; Broker Non-Votes = 5,878,022 for each):
  • Michael E. Angelina: 78,507,328 / 1,612,913 / 206,427
  • David B. Duclos: 76,323,589 / 3,345,034 / 658,045
  • Susan S. Fleming: 78,840,889 / 927,465 / 558,314
  • Jordan W. Graham: 77,156,177 / 2,880,278 / 290,213
  • Clark C. Kellogg: 75,296,652 / 4,785,323 / 244,693
  • Craig W. Kliethermes: 79,394,268 / 830,496 / 101,904
  • Paul B. Medini: 79,439,303 / 809,494 / 77,871
  • Robert P. Restrepo, Jr.: 74,633,641 / 5,274,635 / 418,392
  • Debbie S. Roberts: 77,175,811 / 2,742,172 / 408,685
  • Michael J. Stone: 78,827,353 / 1,442,338 / 56,977
• Say-on-pay (non-binding advisory): For 73,994,515 / Against 4,360,524 / Abstentions 1,971,629 / Broker Non-Votes 5,878,022.
• Auditor ratification: Deloitte & Touche LLP ratified as independent registered public accounting firm for 2026 — For 85,861,465 / Against 219,582 / Abstentions 123,643.

Why It Matters

• Board continuity and leadership: All nominees were elected and David B. Duclos was named Chairman, which signals continuity in governance and leadership direction for the coming year.
• Governance signals: The advisory "say-on-pay" proposal passed, indicating majority shareholder support for the company’s executive compensation approach (though the vote is non-binding).
• Audit continuity: Ratification of Deloitte ensures continuity of the external audit for 2026, an important item for financial reporting and investor confidence.