WRBBerkley W R Corp

Pay and votes (proxy statement)

Before its yearly shareholder meeting, a company sends out a proxy statement, filed with the SEC as a DEF 14A. It says what shareholders will vote on, who sits on the board, and how the top managers are paid, set against how the shares did. Here are the key parts of Berkley W R's latest one. Open the full statement.

The yearly meeting

The meeting date wasn't found in the text. The statement itself gives it on its first pages.

Audit firm put forward for approval: KPMG LLP

Proxy statement filed Apr 22, 2026.

What shareholders vote on

1Election of DirectorsShareholders vote on who sits on the board, the people who oversee the managers on their behalf.
2Non-Binding Advisory Vote on Executive Compensation"Say on pay": shareholders give their view on how the top managers are paid. The vote is advisory, so the board doesn't have to follow it.
3Ratification of Appointment of Independent Registered Public Accounting FirmShareholders confirm the outside firm that checks the accounts.

Titles as written in the statement. The board's recommendation is shown only where candor found it clearly stated.

Pay next to how the shares did

Since 2022, companies must show their bosses' pay next to how shareholders did. Two pay figures are given: the pay the board set for the year (from the summary pay table), and “compensation actually paid”, which re-values share awards at today's share price, so it rises and falls with the stock and can even be negative. Tap a year.

Chief executive's pay

20212022202320242025

Pay set for the year Actually paid (re-valued)

What $100 put into the shares became

20212022202320242025

Berkley W R A group of similar companies it picked

Year to Dec 31, 2025 · chief executive: Mr. Rob Berkley

Pay set for the chief executive: $16.8M

Actually paid, re-valued: $21.1M

Other top managers, on average: $6.4M

$100 in its shares became: $268 (similar companies: $224)

Profit (net income): $1.8B

The measure it ties pay to (ROE): 21.2%

Read straight from the tagged “pay versus performance” table in the proxy statement. The $100 figures assume $100 was invested at the start of the first year shown, with dividends reinvested.

Opening its proxy statement…Reading the pay tables…Finding what shareholders vote on…

What shareholders vote on

1Election of DirectorsShareholders vote on who sits on the board, the people who oversee the managers on their behalf.

2Non-Binding Advisory Vote on Executive Compensation"Say on pay": shareholders give their view on how the top managers are paid. The vote is advisory, so the board doesn't have to follow it.

3Ratification of Appointment of Independent Registered Public Accounting FirmShareholders confirm the outside firm that checks the accounts.

Titles as written in the statement. The board's recommendation is shown only where candor found it clearly stated.

Pay next to how the shares did