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RLI CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and RLI CORP.’s Form 8-K, filed May 8, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

12Ballot items
367Asset managers
5,216Fund votes
May 2, 2024Meeting date

Results at a glance

Meeting of May 2, 2024: 12 items on RLI CORP.’s Form 8-K, filed May 8, 2024: 10 elected · 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore RLI CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by RLI CORP.

These tallies are RLI CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 8, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

RLI CORP. — official shareholder meeting results, meeting held May 2, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Michael E. Angelina	38,897,145	248,193	28,224	--	2,954,463	99.3%	Elected	—
Elect Director: David B. Duclos	38,582,617	562,807	28,138	--	2,954,463	99%	Elected	—
Elect Director: Susan S. Fleming	39,005,652	146,157	21,753	--	2,954,463	99.6%	Elected	—
Elect Director: Jordan W. Graham	37,963,841	1,179,563	30,158	--	2,954,463	97%	Elected	—
Elect Director: Clark C. Kellogg	37,491,031	1,030,018	652,513	--	2,954,463	97%	Elected	—
Elect Director: Craig W. Kliethermes	38,902,403	242,822	28,337	--	2,954,463	99.3%	Elected	—
Elect Director: Paul B. Medini	38,777,906	359,552	36,104	--	2,954,463	99.0%	Elected	—
Elect Director: Robert P. Restrepo, Jr.	34,010,001	4,918,633	244,928	--	2,954,463	87%	Elected	—
Elect Director: Debbie S. Roberts	37,330,744	1,492,324	350,494	--	2,954,463	96%	Elected	—
Elect Director: Michael J. Stone	38,351,368	793,906	28,288	--	2,954,463	98%	Elected	—
2. Proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as described in the proxy materials	38,259,260	838,582	75,720	--	2,954,463	98%	Approved	—
3. Proposal to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024	42,047,107	30,040	50,878	--	--	99.9%	Approved	—

Source: RLI CORP., Form 8-K, filed with the SEC on May 8, 2024 — read the filing on EDGAR.

How asset managers voted at the RLI CORP. 2023-2024 meeting

Each item below shows how the 367 asset managers that disclosed a RLI CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Clark C. Kellogg

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 37,491,031AGAINST: 1,030,018

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Clark C. Kellogg

RLI CORP.’s own tally for this item (“Elect Director: Clark C. Kellogg”): 37,491,031 for, 1,030,018 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes: The Board of Directors also appointed David B. Duclos as Chairman of the Board.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 15,562,824 for, 757,684 against, 1 withheld, 95,113 abstained.

FOR

FOR: 15,562,824AGAINST: 757,684ABSTAIN: 95,113WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Clark C. Kellogg” at RLI CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,523,681	0	0	For
BlackRock	2,099,241	0	0	For
JPMorgan	885,884	0	0	For
Neuberger Berman	843,785	0	0	For
State Street	837,634	0	0	For
Fidelity	787,896	0	0	For
Thrivent	784,998	0	0	For
Dimensional	0	700,263	0	Against
Invesco	585,858	0	0	For
T. Rowe Price	523,646	0	0	For
Virtus	490,464	0	0	For
Charles Schwab	420,728	0	0	For
AllianceBernstein	299,406	0	0	For
ProShares	208,997	0	0	For
JANUS INVESTMENT FUND	163,743	0	0	For
Investment Managers Series Trust III	160,450	0	0	For
Columbia Threadneedle	153,711	0	0	For
Royce	144,060	0	0	For
Brighthouse	127,079	0	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	0	For
Principal	123,088	0	0	For
WisdomTree	94,023	0	0	For
Federated Hermes	91,207	0	0	For
TIAA	88,140	0	0	For
Blackstone Alternative Investment Funds	0	0	82,500	Abstain

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

2. Elect Director: Craig W. Kliethermes

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 38,902,403AGAINST: 242,822

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Craig W. Kliethermes

RLI CORP.’s own tally for this item (“Elect Director: Craig W. Kliethermes”): 38,902,403 for, 242,822 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes: The Board of Directors also appointed David B. Duclos as Chairman of the Board.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 16,402,814 for, 195 against, 12,613 abstained.

FOR

FOR: 16,402,814AGAINST: 195ABSTAIN: 12,613

Largest asset managers voting on “Election of Directors: Craig W. Kliethermes” at RLI CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,523,681	0	0	For
BlackRock	2,099,241	0	0	For
JPMorgan	885,884	0	0	For
Neuberger Berman	843,785	0	0	For
State Street	837,439	195	0	For
Fidelity	787,896	0	0	For
Thrivent	784,998	0	0	For
Dimensional	700,263	0	0	For
Invesco	585,858	0	0	For
T. Rowe Price	523,646	0	0	For
Virtus	490,464	0	0	For
Charles Schwab	420,728	0	0	For
AllianceBernstein	299,406	0	0	For
ProShares	208,997	0	0	For
JANUS INVESTMENT FUND	163,743	0	0	For
Investment Managers Series Trust III	160,450	0	0	For
Columbia Threadneedle	153,711	0	0	For
Royce	144,060	0	0	For
Brighthouse	127,079	0	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	0	For
Principal	123,088	0	0	For
WisdomTree	94,023	0	0	For
Federated Hermes	91,207	0	0	For
TIAA	88,140	0	0	For
Blackstone Alternative Investment Funds	82,500	0	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

3. Elect Director: David B. Duclos

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 38,582,617AGAINST: 562,807

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: David B. Duclos

RLI CORP.’s own tally for this item (“Elect Director: David B. Duclos”): 38,582,617 for, 562,807 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes: The Board of Directors also appointed David B. Duclos as Chairman of the Board.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 16,402,813 for, 196 against, 12,613 abstained.

FOR

FOR: 16,402,813AGAINST: 196ABSTAIN: 12,613

Largest asset managers voting on “Election of Directors: David B. Duclos” at RLI CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,523,681	0	0	For
BlackRock	2,099,241	0	0	For
JPMorgan	885,884	0	0	For
Neuberger Berman	843,785	0	0	For
State Street	837,439	195	0	For
Fidelity	787,896	0	0	For
Thrivent	784,998	0	0	For
Dimensional	700,263	0	0	For
Invesco	585,858	0	0	For
T. Rowe Price	523,646	0	0	For
Virtus	490,464	0	0	For
Charles Schwab	420,728	0	0	For
AllianceBernstein	299,406	0	0	For
ProShares	208,997	0	0	For
JANUS INVESTMENT FUND	163,743	0	0	For
Investment Managers Series Trust III	160,450	0	0	For
Columbia Threadneedle	153,711	0	0	For
Royce	144,060	0	0	For
Brighthouse	127,079	0	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	0	For
Principal	123,088	0	0	For
WisdomTree	94,023	0	0	For
Federated Hermes	91,207	0	0	For
TIAA	88,140	0	0	For
Blackstone Alternative Investment Funds	82,500	0	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

4. Elect Director: Debbie S. Roberts

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 37,330,744AGAINST: 1,492,324

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Debbie S. Roberts

RLI CORP.’s own tally for this item (“Elect Director: Debbie S. Roberts”): 37,330,744 for, 1,492,324 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes: The Board of Directors also appointed David B. Duclos as Chairman of the Board.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 16,365,674 for, 37,334 against, 1 withheld, 12,613 abstained.

FOR

FOR: 16,365,674AGAINST: 37,334ABSTAIN: 12,613WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Debbie S. Roberts” at RLI CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,523,681	0	0	For
BlackRock	2,099,241	0	0	For
JPMorgan	885,884	0	0	For
Neuberger Berman	843,785	0	0	For
State Street	837,279	355	0	For
Fidelity	787,896	0	0	For
Thrivent	784,998	0	0	For
Dimensional	700,263	0	0	For
Invesco	585,858	0	0	For
T. Rowe Price	523,646	0	0	For
Virtus	490,464	0	0	For
Charles Schwab	420,728	0	0	For
AllianceBernstein	299,406	0	0	For
ProShares	208,997	0	0	For
JANUS INVESTMENT FUND	163,743	0	0	For
Investment Managers Series Trust III	160,450	0	0	For
Columbia Threadneedle	153,711	0	0	For
Royce	144,060	0	0	For
Brighthouse	127,079	0	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	0	For
Principal	123,088	0	0	For
WisdomTree	94,023	0	0	For
Federated Hermes	91,207	0	0	For
TIAA	88,140	0	0	For
Blackstone Alternative Investment Funds	82,500	0	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

5. Elect Director: Jordan W. Graham

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 37,963,841AGAINST: 1,179,563

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Jordan W. Graham

RLI CORP.’s own tally for this item (“Elect Director: Jordan W. Graham”): 37,963,841 for, 1,179,563 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 99 asset managers below reported 16,321,441 for, 81,567 against, 12,613 abstained.

FOR

FOR: 16,321,441AGAINST: 81,567ABSTAIN: 12,613

Largest asset managers voting on “Election of Directors: Jordan W. Graham” at RLI CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,523,681	0	0	For
BlackRock	2,099,241	0	0	For
JPMorgan	885,884	0	0	For
Neuberger Berman	843,785	0	0	For
State Street	837,152	482	0	For
Fidelity	787,896	0	0	For
Thrivent	784,998	0	0	For
Dimensional	700,263	0	0	For
Invesco	585,858	0	0	For
T. Rowe Price	523,646	0	0	For
Virtus	490,464	0	0	For
Charles Schwab	420,728	0	0	For
AllianceBernstein	299,406	0	0	For
ProShares	208,997	0	0	For
JANUS INVESTMENT FUND	163,743	0	0	For
Investment Managers Series Trust III	160,450	0	0	For
Columbia Threadneedle	153,711	0	0	For
Royce	144,060	0	0	For
Brighthouse	127,079	0	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	0	For
Principal	123,088	0	0	For
WisdomTree	94,023	0	0	For
Federated Hermes	91,207	0	0	For
TIAA	88,140	0	0	For
Blackstone Alternative Investment Funds	82,500	0	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

6. Elect Director: Michael E. Angelina

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 38,897,145AGAINST: 248,193

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Michael E. Angelina

RLI CORP.’s own tally for this item (“Elect Director: Michael E. Angelina”): 38,897,145 for, 248,193 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes: The Board of Directors also appointed David B. Duclos as Chairman of the Board.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 16,402,689 for, 320 against, 12,613 abstained.

FOR

FOR: 16,402,689AGAINST: 320ABSTAIN: 12,613

Largest asset managers voting on “Election of Directors: Michael E. Angelina” at RLI CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,523,681	0	0	For
BlackRock	2,099,241	0	0	For
JPMorgan	885,884	0	0	For
Neuberger Berman	843,785	0	0	For
State Street	837,439	195	0	For
Fidelity	787,896	0	0	For
Thrivent	784,998	0	0	For
Dimensional	700,263	0	0	For
Invesco	585,858	0	0	For
T. Rowe Price	523,646	0	0	For
Virtus	490,464	0	0	For
Charles Schwab	420,728	0	0	For
AllianceBernstein	299,406	0	0	For
ProShares	208,997	0	0	For
JANUS INVESTMENT FUND	163,743	0	0	For
Investment Managers Series Trust III	160,450	0	0	For
Columbia Threadneedle	153,711	0	0	For
Royce	144,060	0	0	For
Brighthouse	127,079	0	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	0	For
Principal	123,088	0	0	For
WisdomTree	94,023	0	0	For
Federated Hermes	91,207	0	0	For
TIAA	88,140	0	0	For
Blackstone Alternative Investment Funds	82,500	0	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

7. Elect Director: Michael J. Stone

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 38,351,368AGAINST: 793,906

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Michael J. Stone

RLI CORP.’s own tally for this item (“Elect Director: Michael J. Stone”): 38,351,368 for, 793,906 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes: The Board of Directors also appointed David B. Duclos as Chairman of the Board.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 16,378,712 for, 24,297 against, 12,613 abstained.

FOR

FOR: 16,378,712AGAINST: 24,297ABSTAIN: 12,613

Largest asset managers voting on “Election of Directors: Michael J. Stone” at RLI CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,523,681	0	0	For
BlackRock	2,099,241	0	0	For
JPMorgan	885,884	0	0	For
Neuberger Berman	843,785	0	0	For
State Street	837,312	322	0	For
Fidelity	787,896	0	0	For
Thrivent	784,998	0	0	For
Dimensional	700,263	0	0	For
Invesco	585,858	0	0	For
T. Rowe Price	523,646	0	0	For
Virtus	490,464	0	0	For
Charles Schwab	420,728	0	0	For
AllianceBernstein	299,406	0	0	For
ProShares	208,997	0	0	For
JANUS INVESTMENT FUND	163,743	0	0	For
Investment Managers Series Trust III	160,450	0	0	For
Columbia Threadneedle	153,711	0	0	For
Royce	144,060	0	0	For
Brighthouse	127,079	0	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	0	For
Principal	123,088	0	0	For
WisdomTree	94,023	0	0	For
Federated Hermes	91,207	0	0	For
TIAA	88,140	0	0	For
Blackstone Alternative Investment Funds	82,500	0	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

8. Elect Director: Paul B. Medini

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 38,777,906AGAINST: 359,552

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Paul B. Medini

RLI CORP.’s own tally for this item (“Elect Director: Paul B. Medini”): 38,777,906 for, 359,552 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes: The Board of Directors also appointed David B. Duclos as Chairman of the Board.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 16,402,813 for, 196 against, 12,613 abstained.

FOR

FOR: 16,402,813AGAINST: 196ABSTAIN: 12,613

Largest asset managers voting on “Election of Directors: Paul B. Medini” at RLI CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,523,681	0	0	For
BlackRock	2,099,241	0	0	For
JPMorgan	885,884	0	0	For
Neuberger Berman	843,785	0	0	For
State Street	837,439	195	0	For
Fidelity	787,896	0	0	For
Thrivent	784,998	0	0	For
Dimensional	700,263	0	0	For
Invesco	585,858	0	0	For
T. Rowe Price	523,646	0	0	For
Virtus	490,464	0	0	For
Charles Schwab	420,728	0	0	For
AllianceBernstein	299,406	0	0	For
ProShares	208,997	0	0	For
JANUS INVESTMENT FUND	163,743	0	0	For
Investment Managers Series Trust III	160,450	0	0	For
Columbia Threadneedle	153,711	0	0	For
Royce	144,060	0	0	For
Brighthouse	127,079	0	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	0	For
Principal	123,088	0	0	For
WisdomTree	94,023	0	0	For
Federated Hermes	91,207	0	0	For
TIAA	88,140	0	0	For
Blackstone Alternative Investment Funds	82,500	0	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

9. Elect Director: Robert P. Restrepo, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%

FOR: 34,010,001AGAINST: 4,918,633

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Robert P. Restrepo

RLI CORP.’s own tally for this item (“Elect Director: Robert P. Restrepo, Jr.”): 34,010,001 for, 4,918,633 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes: The Board of Directors also appointed David B. Duclos as Chairman of the Board.”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 15,064,375 for, 1,338,633 against, 12,613 abstained.

FOR

FOR: 15,064,375AGAINST: 1,338,633ABSTAIN: 12,613

Largest asset managers voting on “Election of Directors: Robert P. Restrepo” at RLI CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,523,681	0	0	For
BlackRock	2,099,241	0	0	For
JPMorgan	885,884	0	0	For
Neuberger Berman	843,785	0	0	For
State Street	34,702	802,932	0	Against
Fidelity	787,896	0	0	For
Thrivent	784,998	0	0	For
Dimensional	700,263	0	0	For
Invesco	585,858	0	0	For
T. Rowe Price	523,646	0	0	For
Virtus	490,464	0	0	For
Charles Schwab	420,728	0	0	For
AllianceBernstein	299,406	0	0	For
ProShares	208,997	0	0	For
JANUS INVESTMENT FUND	163,743	0	0	For
Investment Managers Series Trust III	160,450	0	0	For
Columbia Threadneedle	0	153,711	0	Against
Royce	144,060	0	0	For
Brighthouse	127,079	0	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	0	131,900	0	Against
Principal	94,382	28,706	0	Mixed
WisdomTree	94,023	0	0	For
Federated Hermes	91,207	0	0	For
TIAA	88,140	0	0	For
Blackstone Alternative Investment Funds	82,500	0	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

10. Elect Director: Susan S. Fleming

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 39,005,652AGAINST: 146,157

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Susan S. Fleming

RLI CORP.’s own tally for this item (“Elect Director: Susan S. Fleming”): 39,005,652 for, 146,157 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for election to the Board of Directors were elected at the Annual Meeting, each to hold office for a one-year term expiring at the next annual meeting, based upon the following votes: The Board of Directors also appointed David B. Duclos as Chairman of the Board.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 16,400,161 for, 2,848 against, 12,613 abstained.

FOR

FOR: 16,400,161AGAINST: 2,848ABSTAIN: 12,613

Largest asset managers voting on “Election of Directors: Susan S. Fleming” at RLI CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,523,681	0	0	For
BlackRock	2,099,241	0	0	For
JPMorgan	885,884	0	0	For
Neuberger Berman	843,785	0	0	For
State Street	837,439	195	0	For
Fidelity	787,896	0	0	For
Thrivent	784,998	0	0	For
Dimensional	700,263	0	0	For
Invesco	585,858	0	0	For
T. Rowe Price	523,646	0	0	For
Virtus	490,464	0	0	For
Charles Schwab	420,728	0	0	For
AllianceBernstein	299,406	0	0	For
ProShares	208,997	0	0	For
JANUS INVESTMENT FUND	163,743	0	0	For
Investment Managers Series Trust III	160,450	0	0	For
Columbia Threadneedle	153,711	0	0	For
Royce	144,060	0	0	For
Brighthouse	127,079	0	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	0	For
Principal	123,088	0	0	For
WisdomTree	94,023	0	0	For
Federated Hermes	91,207	0	0	For
TIAA	88,140	0	0	For
Blackstone Alternative Investment Funds	82,500	0	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

11. 2. Proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers…

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 15 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%

FOR: 38,259,260AGAINST: 838,582

Details: description as filed, official tally, votes by 367 asset managers

Description as filed by funds: Non-Binding, Advisory Vote to Approve the Compensation of the Company's Named Executive Officers (the "Say-on-Pay" vote).

RLI CORP.’s own tally for this item (“2. Proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as described in the proxy materials”): 38,259,260 for, 838,582 against — passed, per its Form 8-K filed May 8, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as described in the proxy materials, was approved based upon the following votes:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 98 asset managers voting on “Non-Binding, Advisory Vote to Approve the Compensation of the Company's Named Executive Officers (the "Say-on-” at RLI CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	4,523,681	0	For
BlackRock	2,099,241	0	For
JPMorgan	885,884	0	For
Neuberger Berman	843,785	0	For
State Street	837,634	0	For
Fidelity	787,896	0	For
Thrivent	784,998	0	For
Dimensional	700,263	0	For
Invesco	585,858	0	For
T. Rowe Price	523,646	0	For
Virtus	490,464	0	For
Charles Schwab	420,728	0	For
AllianceBernstein	299,406	0	For
ProShares	208,997	0	For
JANUS INVESTMENT FUND	163,743	0	For
BBR ALO Fund, LLC	163,000	0	For
Investment Managers Series Trust III	160,450	0	For
Columbia Threadneedle	153,711	0	For
Royce	144,060	0	For
Brighthouse	127,079	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	For
Principal	123,088	0	For
WisdomTree	94,023	0	For
Federated Hermes	91,207	0	For
TIAA	88,140	0	For

Fund voting reports, all 98 managers: 16,557,085 for, 8,866 against, 12,613 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 297 asset managers voting on “Non-Binding, Advisory Vote to Approve the Compensation of the Company's Named Executive Officers (the "Say-on-” at RLI CORP., 2023-2024
Asset manager	For	Against	Vote
State Street	1,712,917	0	For
KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC	1,411,957	0	For
Neuberger Berman	1,329,244	0	For
BlackRock	1,280,367	274	For
JPMorgan	907,313	0	For
Thrivent	790,317	0	For
GEODE CAPITAL MANAGEMENT, LLC	755,352	0	For
T. Rowe Price	744,967	0	For
Invesco	684,743	0	For
Port Capital LLC	579,977	0	For
AllianceBernstein	544,403	0	For
Charles Schwab	431,897	0	For
Northern Trust	371,189	29	For
MELLON INVESTMENTS Corp	352,112	0	For
SNYDER CAPITAL MANAGEMENT L P	294,704	0	For
Polar Capital Holdings Plc	260,000	0	For
ATLANTA CAPITAL MANAGEMENT CO L L C	258,374	0	For
Man Group plc	238,740	0	For
Van Berkom & Associates Inc.	222,781	0	For
Janus Henderson	190,047	0	For
WELLS FARGO BANK N A	170,494	0	For
Global Alpha Capital Management Ltd.	0	169,928	Against
First Pacific Advisors, LP	160,450	0	For
Point72	158,872	0	For
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	158,368	0	For

Institutional-manager reports, all 297 managers: 17,645,557 for, 630,741 against, 38,897 not voted, 3 unknown. Showing the 25 largest; see all in the interactive database.

12. 3. Proposal to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%

FOR: 42,047,107AGAINST: 30,040

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Ratification of the Selection of Independent Registered Public Accounting Firm.

RLI CORP.’s own tally for this item (“3. Proposal to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024”): 42,047,107 for, 30,040 against — passed, per its Form 8-K filed May 8, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024 was approved based upon the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 16,402,884 for, 125 against, 12,613 abstained.

FOR

FOR: 16,402,884AGAINST: 125ABSTAIN: 12,613

Largest asset managers voting on “Ratification of the Selection of Independent Registered Public Accounting Firm.” at RLI CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	4,523,681	0	For
BlackRock	2,099,241	0	For
JPMorgan	885,884	0	For
Neuberger Berman	843,785	0	For
State Street	837,634	0	For
Fidelity	787,896	0	For
Thrivent	784,998	0	For
Dimensional	700,263	0	For
Invesco	585,858	0	For
T. Rowe Price	523,646	0	For
Virtus	490,464	0	For
Charles Schwab	420,728	0	For
AllianceBernstein	299,406	0	For
ProShares	208,997	0	For
JANUS INVESTMENT FUND	163,743	0	For
Investment Managers Series Trust III	160,450	0	For
Columbia Threadneedle	153,711	0	For
Royce	144,060	0	For
Brighthouse	127,079	12,613	Mixed
Value Line Small Cap Opportunities Fund, Inc.	131,900	0	For
Principal	123,088	0	For
WisdomTree	94,023	0	For
Federated Hermes	91,207	0	For
TIAA	88,140	0	For
Blackstone Alternative Investment Funds	82,500	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

Largest RLI CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 45,709,881 shares outstanding at the time of that meeting.

Fund voting reports: top RLI CORP. shareholders by shares voted on “Non-Binding, Advisory Vote to Approve the Compensation of the Company's Named Executive…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	9.90%
2	BlackRock	4.59%
3	JPMorgan	1.94%
4	Neuberger Berman	1.85%
5	State Street	1.83%
6	Fidelity	1.72%
7	Thrivent	1.72%
8	Dimensional	1.53%
9	Invesco	1.28%
10	T. Rowe Price	1.15%

Institutional-manager reports: top RLI CORP. shareholders by shares voted on “Non-Binding, Advisory Vote to Approve the Compensation of the Company's Named Executive…”, 2023-2024
#	Asset manager	% of shares outstanding
1	State Street	3.75%
2	KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC	3.09%
3	Neuberger Berman	2.91%
4	BlackRock	2.80%
5	JPMorgan	1.98%
6	Thrivent	1.73%
7	GEODE CAPITAL MANAGEMENT, LLC	1.65%
8	T. Rowe Price	1.63%
9	Invesco	1.50%
10	Port Capital LLC	1.27%

Reported RLI CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

RLI CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	19.99%	13F
BlackRock	17.99%	13F
State Street Corporation	9.49%	DEF14A
Kayne Anderson Rudnick Investment Management LLC	5.35%	DEF14A
JPMorgan Chase	3.11%	13F
Morgan Stanley	3.11%	13F
Dimensional Fund Advisors	1.98%	13F
Geode Capital	1.75%	13F
Invesco	1.55%	13F
Goldman Sachs	1.06%	13F

Percentages above are of 45,709,881 shares outstanding, as reported by RLI CORP. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from RLI CORP.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At RLI CORP.'s shareholder meeting held May 2, 2024, in the 2023-2024 proxy season, 367 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 5,216 separate fund positions. On the most widely held item on that ballot — Non-Binding, Advisory Vote to Approve the Compensation of the Company's Named Executive… — RLI CORP.'s filing reports the proposal as approved, with 98% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: RLI CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 8, 2024.

RLI CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.