Markel Group (MKL) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 21, 2025, to elect directors, approve executive compensation, ratify the auditor, and vote on two shareholder proposals.

• Shareholders can vote in person, by mail, phone, or online, with proxy materials available electronically or by request.

• The record date for voting is March 13, 2025, with 12,711,262 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Eleven incumbent directors are nominated for one-year terms; the board size is reduced from twelve to eleven.

• Advisory vote on executive compensation and ratification of KPMG LLP as auditor are recommended for approval.

• Two shareholder proposals: one requesting a GHG emissions report and another for a simple majority vote standard; the board recommends voting against both.

Board of directors and corporate governance

• The board consists of eleven directors with diverse backgrounds in leadership, finance, insurance, law, and community service.

• Nine of eleven nominees are independent; all board committees are composed of independent directors.

• The board has Audit, Compensation, and Nominating/Corporate Governance Committees, each with defined charters and annual self-evaluations.

• Lead Independent Director and separate CEO/Chair roles are maintained.