BERKLEY W R CORP
For the period ended Jun 3, 2026. Filed Apr 22, 2026.
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Jun 3, 2026 · Filed Apr 22, 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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
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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 investment in W. R. Berkley Corporation. Your vote is important and, on behalf of our Board of Directors, we encourage you to vote on the matters described in this Proxy Statement. You may cast your vote by returning your proxy card or by voting by telephone or online.
In 2025, we continued to execute our strategy with discipline and delivered strong results despite an increasingly complex insurance, economic, and geopolitical environment. Our performance reflects the quality of our underwriting results, the consistency of our investment approach, and the strength of our franchise. We remain focused on achieving superior long-term, risk-adjusted returns on equity and growing shareholder value over time. For the year, we generated a 21.2% return on beginning shareholders equity, the fourth year in a row it exceeded 20%, and increased book value per share by 26.7% before dividends and share repurchases. The Company achieved these outcomes in another year of recordpre-tax underwriting income, net investment income, and net income, supported by continued outstanding operating cash flow.
We also want to highlight the strength of our Board, which brings the independence, experience, and diversity of perspectives necessary to oversee the Company and support our long-term strategy. We continue to thoughtfully refresh the Board to align with the Company’s evolving business needs and to provide an appropriate mix of tenures, skills, and expertise. Recent additions have strengthened our collective capabilities in areas including technology, data and analytics, government and public policy, tax, legal, financial oversight, governance, and human capital management.
Finally, we thank our colleagues across the enterprise for their steadfast commitment to serving our customers, distribution partners, shareholders and communities. Their professionalism, expertise, and dedication to our values underpin our ability to deliver attractive risk-adjusted returns and long-term growth in shareholder value.
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 3, 2026
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of W. R. Berkley Corporation (the “Company”) will be held online through an audio-only webcast atwww.virtualshareholdermeeting.com/WRB2026 on Wednesday, June 3, 2026 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 five 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, 2026; 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 9, 2026 as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting.
The accompanying Proxy Statement contains information about participating in the Annual Meeting. There will be no physical location for the Annual Meeting. You will be able to attend the Annual Meeting, vote and submit questions by visitingwww.virtualshareholdermeeting.com/WRB2026 and using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or other voting instructions accompanying your proxy materials. 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 22, 2026
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 3, 2026: This proxy statement and accompanying proxy card, as well as our Annual Report for the year ended December 31, 2025, are available free of charge at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.