Form 8-K - Current report

0000084246false--12-3100000842462024-11-202024-11-20

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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): November 20, 2024

RLI Corp.

(Exact name of registrant as specified in its charter)

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Delaware	​	001-09463	​	37-0889946
(State or other jurisdiction	​	(Commission	​	(IRS Employer
of incorporation)	​	File Number)	​	Identification No.)

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9025 North Lindbergh Drive, Peoria, IL	​	61615
(Address of principal executive offices)	​	(Zip Code)

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Registrant’s telephone number, including area code: [phone]

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 Securities Exchange Act of 1934:

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Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock $0.01 par value	​	RLI	​	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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

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As previously announced on November 7, 2024, the Board of Directors of RLI Corp. (the “Company”) authorized a 2-for-1 forward split (the “Stock Split”) of its common stock, par value $0.01 per share (the “Common Stock”), to be effected through the filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”). The Certificate of Amendment, which the Company filed on November 20, 2024, will become effective at 5:00 p.m., Eastern Time, on January 15, 2025, and is filed as Exhibit 3.1 to this Current Report on Form 8-K.

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The Certificate of Amendment will effect the Stock Split and also proportionately increase the number of shares of authorized Common Stock from 200,000,000 to 400,000,000. The two-for-one stock split is for shareholders of record as of December 31, 2024, and will be effective and shares distributed after the close of business on January 15, 2025. Trading in the Common Stock is expected to commence on a split-adjusted basis on January 16, 2024.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No.		Description
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3.1	​	Certificate of Amendment to the Amended and Restated Certificate of RLI Corp., effective as of January 15, 2025.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

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​	RLI CORP.
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Date: November 20, 2024	By:	/s/ Jeffrey D. Fick
​	​	Jeffrey D. Fick
​		Chief Legal Officer & Corporate Secretary

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Exhibit 3.1

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CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RLI CORP.

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(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

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The name of the corporation is RLI Corp. (the “Corporation”). The Corporation, duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

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1.

That the Board of Directors of the Corporation duly adopted resolutions setting forth an Amendment of the Amended and Restated Certificate of Incorporation declaring that the Article thereof numbered "Fourth" be amended and restated so that said Article Fourth shall read in its entirety as follows:

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“FOURTH: The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”  The total number of shares of capital stock which the Corporation shall have authority to issue is 405,000,000.  The total number of shares of Common Stock that the Corporation is authorized to issue is 400,000,000, having a par value of $0.01 per share, and the total number of shares of Preferred Stock that the corporation is authorized to issue is 5,000,000, having a par value of $0.01 per share.

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At the Effective Time (as defined below), each share of Common Stock issued and outstanding, and each share of Common Stock held as treasury stock, in each case as of immediately prior to the Effective Time, shall automatically, without further action on the part of the Corporation or any holder of thereof, be subdivided and reclassified into two fully paid and nonassessable shares of Common Stock, reflecting a 2:1 stock split.”

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2.

That the foregoing amendment to the Amended and Restated Certificate of Incorporation were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

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3.

This Certificate of Amendment shall become effective at 5:00 p.m., Eastern Time, on January 15, 2025 (the “Effective Time”).

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IN WITNESS WHEREOF, this Amendment to the Amended Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 18th day of November.

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​				RLI CORP.
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​	By:			/s/ Jeffrey D. Fick
​	Name:			Jeffrey D. Fick
​	Title:			Chief Legal Officer & Corporate Secretary

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Document and Entity Information	Nov. 20, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 20, 2024
Entity Registrant Name	RLI Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-09463
Entity Tax Identification Number	37-0889946
Entity Address, Address Line One	9025 North Lindbergh Drive
Entity Address, City or Town	Peoria
Entity Address State Or Province	IL
Entity Address, Postal Zip Code	61615
City Area Code	309
Local Phone Number	692-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01 par value
Trading Symbol	RLI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000084246
Amendment Flag	false
Current Fiscal Year End Date	--12-31

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