RLI (RLI) investors elect full board, name Duclos chair and ratify Deloitte
Rhea-AI Filing Summary
RLI Corp. reported the results of its annual shareholder meeting. All ten director nominees were elected to the Board for one-year terms, with support levels generally around 75–79 million votes in favor and several million broker non-votes recorded for each nominee.
The Board appointed David B. Duclos as Chairman of the Board following the election. Shareholders also approved, on a non-binding, advisory basis, the compensation of the company’s named executive officers, with 73,994,515 votes for, 4,360,524 against, and 1,971,629 abstentions, plus 5,878,022 broker non-votes.
In addition, shareholders ratified the selection of Deloitte & Touche LLP as RLI’s independent registered public accounting firm for 2026, with 85,861,465 votes for, 219,582 against, and 123,643 abstentions.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
Broker Non-Votes financial
non-binding, advisory basis financial
independent registered public accounting firm financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
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Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | On May 14, 2026, RLI Corp. (“Company”) held its annual meeting of shareholders (“Annual Meeting”). |
| (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 | Broker | |
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 |
3. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was approved based upon the following votes:
|
|
|
|
|
|
| Broker |
| For |
| Against |
| Abstentions |
| Non-Votes |
| 85,861,465 | 219,582 | 123,643 | ⸺ |
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 | ||