W. R. Berkley Corporation (WRB)
NYSE: WRB · Real-Time Price · USD
69.99
-0.11 (-0.16%)
Sep 18, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Jun 3, 2026

Summary

The meeting confirmed strong 2025 financial results, new business launches, and ongoing capital returns via dividends and share repurchases. All director nominees, executive compensation, and auditor appointments were approved by majority vote.

Bill Berkley
Executive Chairman, W. R. Berkley Corporation

Ladies and gentlemen, welcome to the W. R. Berkley Corporation 2026 annual stockholder meeting, which is being held virtually this year through the use of a web portal. I now call the meeting to order. I'm Bill Berkley, and I'm the Executive Chairman of the board of the company. With us today are Rob Berkley, President and Chief Executive Officer, members of our board and of our management team, including Executive Vice President and Secretary, Phil Welt, who will act as secretary of the meeting and record the minutes. The inspector of elections are Neil Keenan, Lauren Bonhomme, and Scott Killian Clark. We are also joined here today by representatives from KPMG, Manish Madhavani, Partner, and Eileen Colon, Partner. The secretary will now present certain documents and also advise us of the number of shares represented by proxy at this meeting to determine whether a quorum is present.

Phil Welt
EVP and Secretary, W. R. Berkley Corporation

Thank you, Mr. Chairman. Mr. Chairman, I present an affidavit as to the mailing of the notice and availability of proxy materials to and for the stockholders entitled to vote at this meeting. As of the close of business on April 9th, 2026, there were outstanding 390,018,996 shares of common stock entitled one vote each. I've been informed by the inspectors of election that there are 369,001,459 shares of common stock represented by proxy.

Bill Berkley
Executive Chairman, W. R. Berkley Corporation

Majority of the outstanding shares of common stock is represented by proxy. A quorum is therefore present. I will now present the three matters to be voted upon. We will give stockholders an opportunity to comment or ask questions on the proposals after all the proposals have been presented. The first proposal is the election of directors. The board of directors is divided into three classes, with each class generally serving for three years. Each year, the term of one class expires, so that generally the directors of only one class are elected at each annual meeting, unless filling a vacancy in another class.

It is the board's intention that this year three directors be elected to serve until the company's 2029 annual meeting, that one director be elected to serve until the company's 2028 annual meeting, and that one director be elected to serve until the company's 2027 annual meeting. The nominees are Maria Luisa Ferre, Dan Mosley, and Robert Rusbuldt, each to serve until the company's annual meeting in 2029, Rob Berkley to serve until the company's annual meeting in 2028, and Andrew Carrier to serve until the company's annual meeting in 2027. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominees may be made at this time. I declare the nominations to be closed.

The second proposal is for a non-binding advisory vote on a resolution approving the company's compensation of the named executive officers in the summary compensation table included in the proxy statement pursuant to the company's disclosure rules of the U.S. Securities and Exchange Commission, or say on pay vote. The third proposal is to ratify the appointment of an independent registered public accounting firm for the 2026 fiscal year. Upon recommendation of the audit committee, the directors have selected KPMG LLP to audit the company's 2026 financial statements. If any stockholders would like to make a comment or ask a question regarding any of the proposals, please submit it in the question section of the web portal. Please note that there will be an opportunity to ask additional questions about company's operations at the conclusion of the meeting. I now declare the polls open.

Phil Welt
EVP and Secretary, W. R. Berkley Corporation

Any stockholders desiring to vote should do so at this time through the web portal by clicking on the voting button and following the instructions there. If you have voted in advance of the meeting by providing your proxy, whether online, by telephone, or by mail, and do not want to change your vote, you do not need to take any further action.

Bill Berkley
Executive Chairman, W. R. Berkley Corporation

I now declare the polls closed. Before we deliver the preliminary report of the inspectors of election, Rob Berkley will make a few comments about the company.

Rob Berkley
President and CEO, W. R. Berkley Corporation

Thank you, Mr. Chairman. I would like to echo your welcome to all. Thank you for your time today. Thank you for your interest in the company. It's a pleasure to be speaking to you all today about yet another strong performance by the organization. 2025 was a year where the company succeeded and prospered on multiple fronts. You would have taken note from our materials filed with the SEC that our revenue came in at a strong $14.7 billion, in part supported by our net premiums increasing to $12.7 billion. That, in part, was supported by our rate increases, which for the year came in ex workers' compensation at approximately 7.6%.

Additionally, our net investment income was particularly strong, coming in at $1.4 billion for the period, and it's worth noting that that was achieved without compromising on quality, coming in at a strong double AA-minus, and a duration coming in at three years. Pre-tax underwriting income was particularly strong at $1.2 billion for the year, accompanied by a strong showing on the investment income front, with net contributing $1.4 billion. net income for the year was $1.8 billion, and when you add it all up, we delivered a return on beginning stockholders' equity of approximately 21.2%.

A bit forward-looking as it relates to operations, we were pleased during the period we had an opportunity to start two new businesses, one Berkley Edge, which further complements our offering within the E&S space, and in addition to that, Berkley Embedded, which is an alternative distribution platform where we are offering insurance at a point-of-sale transaction complementing another product. This is our efforts to continue to try and make sure that our products, our capital, is made available to customer when and where they wish to be met. Additionally, the business continues to not only focus on day-to-day execution, we are looking to position ourselves for the opportunities before us in keeping with the comments about alternative distribution.

As it relates to 2026, the business is off to a very strong start, reporting for the first quarter a combined ratio of a 90.7% with growth of investment income of 12.2% and a return on beginning year equity of 21.2%. These results, whether last year or so far in the quarter and what we look forward to the balance of the year, are a result of the contribution of many. Certainly, nobody more than our colleagues throughout the organization whose tireless efforts every day allow us to drive the business and ensure that we continue to bring value to both customer as well as capital. We'd also like to thank our customers for the opportunity to serve them. Our distribution partners, we are grateful for the opportunity to partner with them day in and day out.

Of course, our thanks to our board of directors for their guidance and support. Finally, we are most grateful to our shareholders for the privilege in managing their capital. With that, Mr. Chairman, I would be very pleased to join you in answering any questions that may have come forth in the portal.

Bill Berkley
Executive Chairman, W. R. Berkley Corporation

Are there any questions? Do you see any?

Phil Welt
EVP and Secretary, W. R. Berkley Corporation

Yes. Kitty.

Rob Berkley
President and CEO, W. R. Berkley Corporation

The question, at these lower levels of stock price, are you buying back more shares? Would you like to answer, or would you like me to answer, sir?

Bill Berkley
Executive Chairman, W. R. Berkley Corporation

You can answer.

Rob Berkley
President and CEO, W. R. Berkley Corporation

The answer is that you would have seen that as we've reported in both our 10-Q and on our earnings call for the first quarter, we were active in repurchasing shares. We are conscious of where the stock price is at any moment in time, and we recognize that at this moment in time, the business is generating more capital than we can consume. As a result of that, I think one should expect us to continue to focus on returning excess capital to shareholders, and we will be doing that through the two levers that we have been pushing primarily to date, that being both dividend activity as well as share repurchase. As it relates to the possibilities around buying back debt or related instruments, given how the balance sheet has been positioned, we do not envision that being an alternative that we would pursue.

Bill Berkley
Executive Chairman, W. R. Berkley Corporation

Seeing no other questions, we'll now deliver the preliminary report on the vote results. Each nominee for director received a majority of the votes cast, and I declare the nominees duly elected as directors of the company. The majority of the non-binding advisory votes was cast for the resolution approving the company's say on pay and for the named executive officers and the appointment of auditors as duly ratified. The company will publish the final voting results from their Form 8-K. If there are no other questions during the meeting, does anyone have any other questions?

Rob Berkley
President and CEO, W. R. Berkley Corporation

There are no other questions in the portal, Mr. Chairman.

Bill Berkley
Executive Chairman, W. R. Berkley Corporation

Seeing no other questions, the meeting is adjourned.