W. R. Berkley amends By-laws to adopt virtual meeting provisions, update proxy rules, and extend advance notice periods

BERKLEY W R CORP

Board approved By-law amendments on Feb 24, 2023, effective immediately.
Amendments allow virtual stockholder meetings and update record date and adjournment provisions.
New universal proxy card rules require stockholder solicitors to use non-white proxy cards.
Advance notice period for stockholder proposals changed to 90-120 days before annual meeting anniversary.
Amendments also address uncertificated stock, board committee operations, and director resignation/removal.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BERKLEY W R CORP: Amended By-laws to adopt virtual meetings, universal proxy rules, advance notice period, and other updates (effective 2023-02-24).

Change: bylaw amendment
Effective: 2023-02-24

Exact text from the filing

On February 24, 2023, the board of directors of W. R. Berkley Corporation (the “Company”) approved and adopted amendments to the Company’s By-laws (the “By-laws”) to: • provide for virtual meetings for stockholders as well as add certain provisions relating to the regulation of stockholder meetings, including the fixing of the record date, and the adjournment thereof; • reflect updates to requirements for stockholder lists at stockholder meetings, consistent with recent amendments to the Delaware General Corporation Law; • require a stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; • make certain clarifications regarding director terms, resignation and removal; • provide for the conduct of board meetings via remote communication and the formation and operation of board committees; • add provisions regarding the issuance of uncertificated stock as well as relating to the issuance and transfer of shares, • implement

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Source: SEC EDGAR

accession 0000899140-23-000449

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