Markel Group: Amendment To Articles Of Incorporation Or Bylaws; Change In Fiscal Year, Submission Of Matters To A Vote Of Security Holders, Financial Statements And Exhibits

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.At the 2026 Annual Meeting of Shareholders of Markel Group Inc. (the Company) held on May 20, 2026 (the 2026 Annual Meeting), upon the recommendation of the Company's Board of Directors (the Board), the Company's shareholders approved an amendment to the Company's Amended and Restated Articles of Incorporation (Amended and Restated Articles) that, subject to the terms of any preferred stock designations or the terms of any provision of the Virginia Stock Corporation Act that cannot be altered by the Articles of Incorporation or the Company's Bylaws, reduces the default voting requirement applicable under Virginia law to a majority of all votes entitled to be cast for the following matters:•Amendments to the Articles of Incorporation,•Dissolution of the Company,•Approval of certain mergers or share exchanges,•Approval of certain dispositions of the Company's assets,•Approval of re-domestication into a foreign jurisdiction, and•Approval of a plan of conversion.Following shareholder approval of the Articles Amendment, the Company submitted amended and restated articles of incorporation to the Virginia State Corporation Commission reflecting the Articles Amendment (the Amended and Restated Articles). The Amended and Restated Articles became effective on May 22, 2026.The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Articles, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.Item 5.07 Submission of Matters to a Vote of Security Holders.At the 2026 Annual Meeting, shareholders (i) elected directors to the Board to serve until the Company's 2027 Annual Meeting of Shareholders or until their respective successors are elected and qualified; (ii) approved on an advisory basis the compensation paid to the Company's named executive officers; (iii) ratified the selection of KPMG LLP by the Audit Committee of the Board as the Company's independent registered public accounting firm for the year ending December 31, 2026; (iv) approved the Articles Amendment referenced in Item 5.03 above; (v) rejected a shareholder proposal for a report on the Company's strategies and action plans to mitigate material environmental risks; and (vi) rejected a shareholder proposal to give shareholders an ability to call for a special shareholder meeting.The results of the 2026 Annual Meeting were as follows:Election of DirectorsRead More

Markel Group: Amendment To Articles Of Incorporation Or Bylaws; Change In Fiscal Year, Submission Of Matters To A Vote Of Security Holders, Financial Statements And Exhibits

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