UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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~~June 1422, 2026

RLI Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-09463	37-0889946
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


9025 North Lindbergh Drive, Peoria, IL		61615
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (309) 692-1000

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock $0.01 par value	RLI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(a) On May 14, 2026, RLI Corp. (“Company”) held its annual meeting of shareholders (“Annual Meeting”).~~

(b) On June 22, 2026 Michael Angelina notified RLI Corp. (the “Company”) of his resignation from the Company’s Board of Directors effective June 30, 2026. Mr. Angelina’s resignation was attributable to his intention to explore joining the Board of Directors of another insurance company, and was not the result of any disagreement with the Company regarding its operations, policies, practices, management, or any matter relating to the Company’s business. The Board acknowledges Mr. Angelina’s contributions to the Company and thanks him for his service to the Company.

~~(b) At the Annual Meeting, the Company’s shareholders voted on the following three proposals and cast their votes as described below.~~

~~1. The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes:~~


	For	Against	Abstentions	BrokerNon-Votes
Election of Directors:	—	—	⸺
Michael E. Angelina	78,507,328	1,612,913	206,427	5,878,022
David B. Duclos	76,323,589	3,345,034	658,045	5,878,022
Susan S. Fleming	78,840,889	927,465	558,314	5,878,022
Jordan W. Graham	77,156,177	2,880,278	290,213	5,878,022
Clark C. Kellogg	75,296,652	4,785,323	244,693	5,878,022
Craig W. Kliethermes	79,394,268	830,496	101,904	5,878,022
Paul B. Medini	79,439,303	809,494	77,871	5,878,022
Robert P. Restrepo, Jr.	74,633,641	5,274,635	418,392	5,878,022
Debbie S. Roberts	77,175,811	2,742,172	408,685	5,878,022
Michael J. Stone	78,827,353	1,442,338	56,977	5,878,022

~~The Board of Directors also appointed David B. Duclos as Chairman of the Board.~~

2. The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as described in the proxy materials, was approved based upon the following votes:

			Broker
For	Against	Abstentions	Non-Votes
73,994,515	4,360,524	1,971,629	5,878,022

SIGNATURES

3.Pursuant ~~The proposal~~ to ~~ratify~~ the ~~selection~~requirements of ~~Deloitte~~the &Securities ~~Touche~~Exchange ~~LLP~~Act asof 1934, the ~~Company’s~~registrant ~~independent~~has ~~registered~~duly ~~public~~caused ~~accounting~~this ~~firm~~report ~~for~~to ~~2026~~be ~~was~~signed ~~approved~~on ~~based~~its ~~upon~~behalf by the ~~following~~undersigned ~~votes:~~hereunto duly authorized.

			Broker
For	Against	Abstentions	Non-Votes
85,861,465	219,582	123,643	⸺


	RLI CORP.

Date: June 25, 2026	By:	/s/ Jeffrey D. Fick
		Jeffrey D. Fick
		Chief Legal Officer

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.


	RLI CORP.

Date: May 20, 2026	By:	/s/ Jeffrey D. Fick
		Jeffrey D. Fick
		Chief Legal Officer

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