BERKLEY W R CORP

For the period ended Jun 12, 2024. Filed Apr 26, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 12, 2024 · Filed Apr 26, 2024

WRB$75.23-2.3%Stored close · as of Nov 6, 2026

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12

W. R. BERKLEY CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

W. R. Berkley Corporation

475 Steamboat Road

Greenwich, Connecticut 06830

Tel: (203) 629-3000 •www.berkley.com

To Our Fellow Shareholders:

Thank you for your continued ownership and support of W. R. Berkley Corporation. Your vote is important to us and, on behalf of our Board of Directors, we encourage you to cast your ballot on the items discussed in the Proxy Statement using the attached proxy card or by voting via telephone or online.

Financial Performance, Insurance Environment and Business Strategy

Our Company’s 2023 performance was outstanding, with record gross and net premiums written, pre-tax underwriting income, net income, net investment income and operating cash flow, culminating in a 20.5% return on equity and 25.5% growth in book value per share, before dividends and share repurchases. These results demonstrate our team’s expertise in navigating a complex environment and their commitment to executing our strategy in pursuit of a superior long-term risk-adjusted return on equity. We remain optimistic about every aspect of our enterprise as we look forward to the remainder of 2024 and beyond.

An Independent, Diverse and Experienced Board

We continue to refresh our Board, adding two new directors over the last five years and nominating for election one new director this year. The addition of these directors furthers our Board’s alignment with the Company’s evolving business and strategic needs. With a balance of tenures, a diversity of backgrounds and experiences, and a range of skills and expertise, our Board is well-positioned to oversee our Company and support our long-term strategy.

Shareholder Engagement and Demonstrated Responsiveness

Our shareholder outreach and engagement remain robust. Discussions have focused on areas of interest to our shareholders, particularly on governance, sustainability, and the evolving regulatory environment. Since our founding, we have engaged in practices that support our sustainability as part of our focus on optimizing risk-adjusted returns, and our shareholder feedback continually informs our practices.

Thank you to our shareholders, customers, distribution partners and communities for being part of our long-term success. We also thank our colleagues for their steadfast commitment to meeting the needs of our customers, agents, brokers, and communities. It is because of our employees that our Company continues to prosper. Their unceasing dedication to our values will allow us to continue delivering superior risk-adjusted returns and growth in shareholder value in a manner that we can all be proud of for years to come.

Sincerely,

William R. Berkley	W. Robert Berkley, Jr.
Executive Chairman	President and Chief Executive Officer

“Always do right. This will gratify some people and astonish the rest.”

— Mark Twain

W. R. BERKLEY CORPORATION

475 Steamboat Road

Greenwich, Connecticut 06830

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 12, 2024

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of W. R. Berkley Corporation (the “Company”) will be held at its offices at 475 Steamboat Road, Greenwich, Connecticut, on Wednesday, June 12, 2024 at 1:30 p.m. for the following purposes:

(1)	To elect as directors to serve until their successors are duly elected and qualified the six nominees named in the accompanying proxy statement;

(2)	To consider and cast a non-binding advisory vote on a resolution approving the compensation of the Company’s named executive officers pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, or “say-on-pay” vote;

(3)	To ratify the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024; and

(4)	To consider and act upon any other matters which may properly come before the Annual Meeting or any adjournment thereof.

In accordance with the Company’s By-Laws, the Company’s Board of Directors has fixed the close of business on April 17, 2024 as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting.

We intend to hold our Annual Meeting in person. In the event circumstances arise such that it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the Annual Meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Details, if any, will be available on the Events and Presentation tab of our corporate website at https://ir.berkley.com/news-and-events/events-and-presentations/default.aspx. As always, we encourage you to vote your shares prior to the Annual Meeting.

By Order of the Board of Directors,

PHILIP S. WELT

Executive Vice President and Secretary

Dated: April 26, 2024

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