BERKLEY W R CORP

For the period ended Jun 11, 2025. Filed Apr 25, 2025.

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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 11, 2025 · Filed Apr 25, 2025

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 this proxy statement using the attached proxy card or by voting via telephone or online.

Financial Performance, Insurance Environment and Business Strategy

Our Company’s 2024 performance was outstanding, setting records for the third year in a row for gross and net premiums written, pre-tax underwriting income, net investment income, net income, and operating cash flow, culminating in a 23.6% return on equity and 23.5% growth in book value per share, before dividends and share repurchases. The Company achieved these record results amidst evermore complex insurance, economic, and political environments due to our team’s exceptional expertise and execution of our strategy. We remain committed to achieving a superior long-term risk-adjusted return on equity and are optimistic about our enterprise as we look forward to the remainder of 2025 and beyond.

An Independent, Diverse and Experienced Board

With a balance of tenures, 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. We continue to refresh our Board to further alignment with the Company’s evolving business and strategic needs. Recent additions have improved the Board’s collective expertise—notably in governmental operations, tax, legal, finance, technology, governance, and human capital management and development. The addition of Mr. Rusbuldt to the Board, if elected, will add deep industry expertise as well as expertise in the areas of risk management, distribution, regulatory matters, public policy, and digital marketing.

Shareholder Engagement and Demonstrated Responsiveness

Our shareholder outreach and engagement remain robust. Much of our most recent outreach discussions centered on board refreshment and education for new directors and talent development in the context of succession planning. Enhanced discussion on these topics has been included in this proxy statement. We continue to monitor the evolving regulatory environment for sustainability reporting, and our shareholder feedback continually informs our practices.

We thank our colleagues for their steadfast commitment to meeting the needs of our customers, agents, brokers, and communities. It is because of our team that our Company continues to prosper, and we thank our shareholders for the privilege of managing their capital.

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 11, 2025

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 11, 2025 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 four nominees named in the accompanying proxy statement;

(2)	To approve and adopt an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 1,250,000,000 to 1,875,000,000;

(3)	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;

(4)	To ratify the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025;

(5)	To consider a stockholder proposal if properly presented at the Annual Meeting; and

(6)	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, 2025 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 athttps://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 25, 2025

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