Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report: November 17, 2011

(Date of earliest event reported)

 

 

Markel Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   001-15811   54-1959284

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

4521 Highwoods Parkway

Glen Allen, Virginia 23060-6148

(804) 747-0136

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 17, 2011, the Board of Directors of Markel Corporation amended and restated the Company’s Bylaws to provide that, in uncontested elections, directors be elected by a majority of eligible votes cast at a meeting of shareholders. Previously, nominees receiving the greatest number of votes were elected. A copy of the amended and restated Bylaws is attached as Exhibit 3.1.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

3.1 Amended and Restated Bylaws (filed herewith).

SIGNATURE

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 thereunto duly authorized.

 

  MARKEL CORPORATION
Date: November 18, 2011   By:  

/s/ D. Michael Jones

  Name:   D. Michael Jones
  Title:   General Counsel and Secretary

Exhibit Index

 

Exhibit    Description
3.1    Amended and Restated Bylaws (filed herewith).