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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 (Date of earliest event reported): May 10, 2021
_______________________________________________
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
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (804) 747-0136
Not Applicable
(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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value MKL New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 11, 2021, Markel Corporation (the Company) received notice that Oscar Guerrero, the Company’s principal accounting officer, is resigning from the Company to pursue an opportunity at Nationwide as its Senior Vice President and Chief Financial Officer of the Property and Casualty operations. Mr. Guerrero’s last day with the Company will be May 31, 2021.
Upon Mr. Guerrero’s departure, Jeremy A. Noble, the Company’s Senior Vice President and Chief Financial Officer, will assume the Company’s principal accounting officer functions, duties and responsibilities. Additional information regarding Mr. Noble can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under “Information About Our Executive Officers”.
Item 5.07
Submission of Matters to a Vote of Security Holders.
At the Company's 2021 Annual Meeting of Shareholders (the 2021 Annual Meeting) held on May 10, 2021, shareholders (i) elected directors to the Company's Board of Directors (the Board) to serve until the Company's 2022 Annual Meeting of Shareholders or until their respective successors are elected, (ii) approved an advisory vote on executive compensation, and (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, 2021. The results of the 2021 Annual Meeting were as follows:
Election of Directors
Director For Against Abstain Broker Non-Votes
Mark M. Besca 10,153,680 36,885 5,302 1,483,151
K. Bruce Connell 10,107,909 82,783 5,175 1,483,151
Thomas S. Gayner 9,507,726 629,501 58,640 1,483,151
Greta J. Harris* 10,180,671 10,533 4,663 1,483,151
Diane Leopold 10,098,941 92,451 4,475 1,483,151
Lemuel E. Lewis 9,908,908 281,356 5,603 1,483,151
Anthony F. Markel 9,773,677 417,324 4,866 1,483,151
Steven A. Markel 9,649,822 541,379 4,666 1,483,151
Harold L. Morrison, Jr. 10,113,678 76,702 5,487 1,483,151
Michael O'Reilly 9,954,602 235,697 5,568 1,483,151
A. Lynne Puckett 10,151,585 38,834 5,448 1,483,151
Richard R. Whitt, III 10,066,439 123,956 5,472 1,483,151
* Ms. Harris, who was not a member of the Board prior to the 2021 Annual Meeting, will serve on the Board’s Audit Committee and Nominating/Corporate Governance Committee.
Advisory Vote on Approval of Executive Compensation
For Against Abstain Broker Non-Votes
9,910,834 270,600 14,433 1,483,151
Ratification of Selection of Independent Registered Public Accounting Firm
For Against Abstain Broker Non-Votes
11,122,132 498,110 58,776 N/A

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SIGNATURES
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 hereunto duly authorized.
MARKEL CORPORATION
May 14, 2021
By:
/s/ Richard R. Grinnan
Name:
Richard R. Grinnan
Title:
Senior Vice President, Chief Legal Officer and Secretary
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