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RLI CORP. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and RLI CORP.’s Form 8-K, filed May 19, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

12Ballot items
430Asset managers
5,519Fund votes
May 13, 2025Meeting date

Results at a glance

Meeting of May 13, 2025: 12 items on RLI CORP.’s Form 8-K, filed May 19, 2025: 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 2024-2025 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 19, 2025 (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 13, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Michael E. Angelina	78,625,613	831,278	85,035	--	5,900,802	99%	Elected	—
Elect Director: David B. Duclos	76,737,497	2,721,432	82,997	--	5,900,802	97%	Elected	—
Elect Director: Susan S. Fleming	79,213,461	58,990	269,475	--	5,900,802	99.9%	Elected	—
Elect Director: Jordan W. Graham	76,543,192	2,776,471	222,263	--	5,900,802	96%	Elected	—
Elect Director: Clark C. Kellogg	78,619,448	868,489	53,989	--	5,900,802	99%	Elected	—
Elect Director: Craig W. Kliethermes	79,216,158	266,750	59,018	--	5,900,802	99.6%	Elected	—
Elect Director: Paul B. Medini	78,857,802	638,342	45,782	--	5,900,802	99.1%	Elected	—
Elect Director: Robert P. Restrepo, Jr.	73,544,016	5,328,234	669,676	--	5,900,802	93%	Elected	—
Elect Director: Debbie S. Roberts	76,563,975	2,470,688	507,263	--	5,900,802	97%	Elected	—
Elect Director: Michael J. Stone	77,957,997	1,530,775	53,154	--	5,900,802	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	76,465,973	2,955,913	120,040	--	5,900,802	96%	Approved	—
3. Proposal to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024	85,279,346	76,606	86,776	--	--	99.9%	Approved	—

Source: RLI CORP., Form 8-K, filed with the SEC on May 19, 2025 — read the filing on EDGAR.

How asset managers voted at the RLI CORP. 2024-2025 meeting

Each item below shows how the 430 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 3 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 78,619,448AGAINST: 868,489

Details: description as filed, official tally, votes by 101 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”): 78,619,448 for, 868,489 against, per its Form 8-K filed May 19, 2025 (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 101 asset managers below reported 32,980,191 for, 2 against, 22,891 abstained.

FOR

FOR: 32,980,191AGAINST: 2ABSTAIN: 22,891

Largest asset managers voting on “Election of Directors: Clark C. Kellogg” at RLI CORP., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	9,070,434	1	0	For
BlackRock	4,432,452	0	0	For
Fidelity	1,995,552	0	0	For
Neuberger Berman	1,711,789	0	0	For
State Street	1,673,737	0	0	For
Thrivent	1,419,652	0	0	For
Dimensional	1,415,812	0	0	For
Virtus	975,358	0	0	For
Charles Schwab	930,956	0	0	For
T. Rowe Price	916,304	0	0	For
JPMorgan	907,162	0	0	For
Invesco	819,744	0	0	For
AllianceBernstein	438,070	0	0	For
ProShares	422,438	0	0	For
Hartford	409,837	0	0	For
First Trust	396,935	0	0	For
Investment Managers Series Trust III	372,659	0	0	For
BBR ALO Fund, LLC	335,500	0	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	0	For
Royce	252,932	0	0	For
JANUS INVESTMENT FUND	250,379	0	0	For
Advisors' Inner Circle Fund II	210,000	0	0	For
Brighthouse	177,135	0	22,891	Mixed
Principal	182,628	0	0	For
OLD WESTBURY FUNDS INC	180,000	0	0	For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

2. Elect Director: Craig W. Kliethermes

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 79,216,158AGAINST: 266,750

Details: description as filed, official tally, votes by 101 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”): 79,216,158 for, 266,750 against, per its Form 8-K filed May 19, 2025 (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 101 asset managers below reported 32,980,144 for, 49 against, 22,891 abstained.

FOR

FOR: 32,980,144AGAINST: 49ABSTAIN: 22,891

Largest asset managers voting on “Election of Directors: Craig W. Kliethermes” at RLI CORP., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	9,070,435	0	0	For
BlackRock	4,432,452	0	0	For
Fidelity	1,995,552	0	0	For
Neuberger Berman	1,711,789	0	0	For
State Street	1,673,688	49	0	For
Thrivent	1,419,652	0	0	For
Dimensional	1,415,812	0	0	For
Virtus	975,358	0	0	For
Charles Schwab	930,956	0	0	For
T. Rowe Price	916,304	0	0	For
JPMorgan	907,162	0	0	For
Invesco	819,744	0	0	For
AllianceBernstein	438,070	0	0	For
ProShares	422,438	0	0	For
Hartford	409,837	0	0	For
First Trust	396,935	0	0	For
Investment Managers Series Trust III	372,659	0	0	For
BBR ALO Fund, LLC	335,500	0	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	0	For
Royce	252,932	0	0	For
JANUS INVESTMENT FUND	250,379	0	0	For
Advisors' Inner Circle Fund II	210,000	0	0	For
Brighthouse	177,135	0	22,891	Mixed
Principal	182,628	0	0	For
OLD WESTBURY FUNDS INC	180,000	0	0	For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

3. Elect Director: David B. Duclos

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 76,737,497AGAINST: 2,721,432

Details: description as filed, official tally, votes by 101 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”): 76,737,497 for, 2,721,432 against, per its Form 8-K filed May 19, 2025 (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 101 asset managers below reported 32,894,719 for, 85,474 against, 22,891 abstained.

FOR

FOR: 32,894,719AGAINST: 85,474ABSTAIN: 22,891

Largest asset managers voting on “Election of Directors: David B. Duclos” at RLI CORP., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	9,068,025	2,410	0	For
BlackRock	4,432,452	0	0	For
Fidelity	1,995,552	0	0	For
Neuberger Berman	1,711,789	0	0	For
State Street	1,673,737	0	0	For
Thrivent	1,419,652	0	0	For
Dimensional	1,415,812	0	0	For
Virtus	975,358	0	0	For
Charles Schwab	930,956	0	0	For
T. Rowe Price	916,304	0	0	For
JPMorgan	907,162	0	0	For
Invesco	819,744	0	0	For
AllianceBernstein	438,070	0	0	For
ProShares	422,438	0	0	For
Hartford	409,837	0	0	For
First Trust	396,935	0	0	For
Investment Managers Series Trust III	372,659	0	0	For
BBR ALO Fund, LLC	335,500	0	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	0	For
Royce	252,932	0	0	For
JANUS INVESTMENT FUND	250,379	0	0	For
Advisors' Inner Circle Fund II	210,000	0	0	For
Brighthouse	177,135	0	22,891	Mixed
Principal	182,628	0	0	For
OLD WESTBURY FUNDS INC	180,000	0	0	For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

4. Elect Director: Debbie S. Roberts

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 76,563,975AGAINST: 2,470,688

Details: description as filed, official tally, votes by 101 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”): 76,563,975 for, 2,470,688 against, per its Form 8-K filed May 19, 2025 (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 101 asset managers below reported 32,894,719 for, 85,474 against, 1 withheld, 22,891 abstained.

FOR

FOR: 32,894,719AGAINST: 85,474ABSTAIN: 22,891WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Debbie S. Roberts” at RLI CORP., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	9,068,025	2,410	0	For
BlackRock	4,432,452	0	0	For
Fidelity	1,995,552	0	0	For
Neuberger Berman	1,711,789	0	0	For
State Street	1,673,737	0	0	For
Thrivent	1,419,652	0	0	For
Dimensional	1,415,812	0	0	For
Virtus	975,358	0	0	For
Charles Schwab	930,956	0	0	For
T. Rowe Price	916,304	0	0	For
JPMorgan	907,162	0	0	For
Invesco	819,744	0	0	For
AllianceBernstein	438,070	0	0	For
ProShares	422,438	0	0	For
Hartford	409,837	0	0	For
First Trust	396,935	0	0	For
Investment Managers Series Trust III	372,659	0	0	For
BBR ALO Fund, LLC	335,500	0	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	0	For
Royce	252,932	0	0	For
JANUS INVESTMENT FUND	250,379	0	0	For
Advisors' Inner Circle Fund II	210,000	0	0	For
Brighthouse	177,135	0	22,891	Mixed
Principal	182,628	0	0	For
OLD WESTBURY FUNDS INC	180,000	0	0	For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

5. Elect Director: Jordan W. Graham

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 76,543,192AGAINST: 2,776,471

Details: description as filed, official tally, votes by 101 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”): 76,543,192 for, 2,776,471 against, per its Form 8-K filed May 19, 2025 (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 101 asset managers below reported 32,789,624 for, 190,569 against, 22,891 abstained.

FOR

FOR: 32,789,624AGAINST: 190,569ABSTAIN: 22,891

Largest asset managers voting on “Election of Directors: Jordan W. Graham” at RLI CORP., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	9,068,025	2,410	0	For
BlackRock	4,432,452	0	0	For
Fidelity	1,995,552	0	0	For
Neuberger Berman	1,711,789	0	0	For
State Street	1,673,607	130	0	For
Thrivent	1,419,652	0	0	For
Dimensional	1,415,812	0	0	For
Virtus	975,358	0	0	For
Charles Schwab	930,956	0	0	For
T. Rowe Price	916,304	0	0	For
JPMorgan	907,162	0	0	For
Invesco	819,744	0	0	For
AllianceBernstein	438,070	0	0	For
ProShares	422,438	0	0	For
Hartford	409,837	0	0	For
First Trust	396,935	0	0	For
Investment Managers Series Trust III	372,659	0	0	For
BBR ALO Fund, LLC	335,500	0	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	0	For
Royce	252,932	0	0	For
JANUS INVESTMENT FUND	250,379	0	0	For
Advisors' Inner Circle Fund II	210,000	0	0	For
Brighthouse	177,135	0	22,891	Mixed
Principal	182,628	0	0	For
OLD WESTBURY FUNDS INC	180,000	0	0	For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

6. Elect Director: Michael E. Angelina

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 78,625,613AGAINST: 831,278

Details: description as filed, official tally, votes by 101 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”): 78,625,613 for, 831,278 against, per its Form 8-K filed May 19, 2025 (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 101 asset managers below reported 32,895,495 for, 84,698 against, 22,891 abstained.

FOR

FOR: 32,895,495AGAINST: 84,698ABSTAIN: 22,891

Largest asset managers voting on “Election of Directors: Michael E. Angelina” at RLI CORP., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	9,070,434	1	0	For
BlackRock	4,432,452	0	0	For
Fidelity	1,995,552	0	0	For
Neuberger Berman	1,711,789	0	0	For
State Street	1,673,607	130	0	For
Thrivent	1,419,652	0	0	For
Dimensional	1,415,812	0	0	For
Virtus	975,358	0	0	For
Charles Schwab	930,956	0	0	For
T. Rowe Price	916,304	0	0	For
JPMorgan	907,162	0	0	For
Invesco	819,744	0	0	For
AllianceBernstein	438,070	0	0	For
ProShares	422,438	0	0	For
Hartford	409,837	0	0	For
First Trust	396,935	0	0	For
Investment Managers Series Trust III	372,659	0	0	For
BBR ALO Fund, LLC	335,500	0	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	0	For
Royce	252,932	0	0	For
JANUS INVESTMENT FUND	250,379	0	0	For
Advisors' Inner Circle Fund II	210,000	0	0	For
Brighthouse	177,135	0	22,891	Mixed
Principal	182,628	0	0	For
OLD WESTBURY FUNDS INC	180,000	0	0	For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

7. Elect Director: Michael J. Stone

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 77,957,997AGAINST: 1,530,775

Details: description as filed, official tally, votes by 101 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”): 77,957,997 for, 1,530,775 against, per its Form 8-K filed May 19, 2025 (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 101 asset managers below reported 32,895,493 for, 84,700 against, 22,891 abstained.

FOR

FOR: 32,895,493AGAINST: 84,700ABSTAIN: 22,891

Largest asset managers voting on “Election of Directors: Michael J. Stone” at RLI CORP., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	9,070,434	1	0	For
BlackRock	4,432,452	0	0	For
Fidelity	1,995,552	0	0	For
Neuberger Berman	1,711,789	0	0	For
State Street	1,673,607	130	0	For
Thrivent	1,419,652	0	0	For
Dimensional	1,415,812	0	0	For
Virtus	975,358	0	0	For
Charles Schwab	930,956	0	0	For
T. Rowe Price	916,304	0	0	For
JPMorgan	907,162	0	0	For
Invesco	819,744	0	0	For
AllianceBernstein	438,070	0	0	For
ProShares	422,438	0	0	For
Hartford	409,837	0	0	For
First Trust	396,935	0	0	For
Investment Managers Series Trust III	372,659	0	0	For
BBR ALO Fund, LLC	335,500	0	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	0	For
Royce	252,932	0	0	For
JANUS INVESTMENT FUND	250,379	0	0	For
Advisors' Inner Circle Fund II	210,000	0	0	For
Brighthouse	177,135	0	22,891	Mixed
Principal	182,628	0	0	For
OLD WESTBURY FUNDS INC	180,000	0	0	For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

8. Elect Director: Paul B. Medini

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 78,857,802AGAINST: 638,342

Details: description as filed, official tally, votes by 101 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”): 78,857,802 for, 638,342 against, per its Form 8-K filed May 19, 2025 (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: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 101 asset managers below reported 32,980,191 for, 2 against, 22,891 abstained.

FOR

FOR: 32,980,191AGAINST: 2ABSTAIN: 22,891

Largest asset managers voting on “Election of Directors: Paul B. Medini” at RLI CORP., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	9,070,434	1	0	For
BlackRock	4,432,452	0	0	For
Fidelity	1,995,552	0	0	For
Neuberger Berman	1,711,789	0	0	For
State Street	1,673,737	0	0	For
Thrivent	1,419,652	0	0	For
Dimensional	1,415,812	0	0	For
Virtus	975,358	0	0	For
Charles Schwab	930,956	0	0	For
T. Rowe Price	916,304	0	0	For
JPMorgan	907,162	0	0	For
Invesco	819,744	0	0	For
AllianceBernstein	438,070	0	0	For
ProShares	422,438	0	0	For
Hartford	409,837	0	0	For
First Trust	396,935	0	0	For
Investment Managers Series Trust III	372,659	0	0	For
BBR ALO Fund, LLC	335,500	0	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	0	For
Royce	252,932	0	0	For
JANUS INVESTMENT FUND	250,379	0	0	For
Advisors' Inner Circle Fund II	210,000	0	0	For
Brighthouse	177,135	0	22,891	Mixed
Principal	182,628	0	0	For
OLD WESTBURY FUNDS INC	180,000	0	0	For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

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

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 73,544,016AGAINST: 5,328,234

Details: description as filed, official tally, votes by 101 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.”): 73,544,016 for, 5,328,234 against, per its Form 8-K filed May 19, 2025 (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: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 101 asset managers below reported 32,268,211 for, 711,981 against, 1 withheld, 22,892 abstained.

FOR

FOR: 32,268,211AGAINST: 711,981ABSTAIN: 22,892WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Robert P. Restrepo” at RLI CORP., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	9,068,023	2,412	1	For
BlackRock	4,432,452	0	0	For
Fidelity	1,995,552	0	0	For
Neuberger Berman	1,711,789	0	0	For
State Street	1,673,737	0	0	For
Thrivent	1,419,652	0	0	For
Dimensional	1,415,812	0	0	For
Virtus	975,358	0	0	For
Charles Schwab	930,956	0	0	For
T. Rowe Price	916,304	0	0	For
JPMorgan	907,162	0	0	For
Invesco	819,744	0	0	For
AllianceBernstein	438,070	0	0	For
ProShares	422,438	0	0	For
Hartford	409,837	0	0	For
First Trust	396,935	0	0	For
Investment Managers Series Trust III	372,659	0	0	For
BBR ALO Fund, LLC	335,500	0	0	For
Value Line Small Cap Opportunities Fund, Inc.	0	263,800	0	Against
Royce	252,932	0	0	For
JANUS INVESTMENT FUND	250,379	0	0	For
Advisors' Inner Circle Fund II	210,000	0	0	For
Brighthouse	177,135	0	22,891	Mixed
Principal	137,821	44,807	0	Mixed
OLD WESTBURY FUNDS INC	180,000	0	0	For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

10. Elect Director: Susan S. Fleming

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 79,213,461AGAINST: 58,990

Details: description as filed, official tally, votes by 101 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”): 79,213,461 for, 58,990 against, per its Form 8-K filed May 19, 2025 (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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 101 asset managers below reported 32,973,142 for, 7,051 against, 22,891 abstained.

FOR

FOR: 32,973,142AGAINST: 7,051ABSTAIN: 22,891

Largest asset managers voting on “Election of Directors: Susan S. Fleming” at RLI CORP., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	9,070,435	0	For
BlackRock	4,432,452	0	For
Fidelity	1,995,552	0	For
Neuberger Berman	1,711,789	0	For
State Street	1,673,737	0	For
Thrivent	1,419,652	0	For
Dimensional	1,415,812	0	For
Virtus	975,358	0	For
Charles Schwab	930,956	0	For
T. Rowe Price	916,304	0	For
JPMorgan	907,162	0	For
Invesco	819,744	0	For
AllianceBernstein	438,070	0	For
ProShares	422,438	0	For
Hartford	409,837	0	For
First Trust	396,935	0	For
Investment Managers Series Trust III	372,659	0	For
BBR ALO Fund, LLC	335,500	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	For
Royce	252,932	0	For
JANUS INVESTMENT FUND	250,379	0	For
Advisors' Inner Circle Fund II	210,000	0	For
Brighthouse	177,135	22,891	Mixed
Principal	182,628	0	For
OLD WESTBURY FUNDS INC	180,000	0	For

Showing the 25 largest of 101 asset managers. See all 101 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.

96% Approved · of votes cast

FOR 96%

FOR: 76,465,973AGAINST: 2,955,913

Details: description as filed, official tally, votes by 430 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”): 76,465,973 for, 2,955,913 against — passed, per its Form 8-K filed May 19, 2025 (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: 96% 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: 101 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., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	9,070,434	1	0	For
BlackRock	4,432,452	0	0	For
Fidelity	1,995,552	0	0	For
Neuberger Berman	1,711,789	0	0	For
State Street	1,673,737	0	0	For
Thrivent	1,419,652	0	0	For
Dimensional	1,415,812	0	0	For
Virtus	975,358	0	0	For
Charles Schwab	930,956	0	0	For
T. Rowe Price	916,304	0	0	For
JPMorgan	907,162	0	0	For
Invesco	0	819,744	0	Against
AllianceBernstein	438,070	0	0	For
ProShares	422,438	0	0	For
Hartford	409,837	0	0	For
First Trust	396,935	0	0	For
Investment Managers Series Trust III	372,659	0	0	For
BBR ALO Fund, LLC	335,500	0	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	0	For
Royce	252,932	0	0	For
JANUS INVESTMENT FUND	250,379	0	0	For
Advisors' Inner Circle Fund II	210,000	0	0	For
Brighthouse	177,135	0	22,891	Mixed
Principal	182,628	0	0	For
OLD WESTBURY FUNDS INC	180,000	0	0	For

Fund voting reports, all 101 managers: 32,147,955 for, 852,607 against, 22,891 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 356 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., 2024-2025
Asset manager	For	Against	Vote
KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC	3,821,662	0	For
State Street	3,535,541	0	For
Neuberger Berman	2,723,630	0	For
BlackRock	2,476,172	548	For
GEODE CAPITAL MANAGEMENT, LLC	2,119,029	0	For
Thrivent	1,428,279	0	For
T. Rowe Price	1,407,751	0	For
JPMorgan	1,397,270	0	For
MARKEL GROUP INC.	1,370,176	0	For
Port Capital LLC	1,236,181	0	For
Invesco	0	1,203,088	Against
Maren Capital LLC	1,053,306	0	For
Charles Schwab	943,741	0	For
AllianceBernstein	889,146	0	For
Northern Trust	786,010	0	For
Wellington	559,991	0	For
MELLON INVESTMENTS Corp	558,458	0	For
JACOBS LEVY EQUITY MANAGEMENT, INC	525,592	0	For
SNYDER CAPITAL MANAGEMENT L P	468,369	0	For
ATLANTA CAPITAL MANAGEMENT CO L L C	450,480	0	For
Van Berkom & Associates Inc.	438,493	0	For
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	372,715	0	For
First Pacific Advisors, LP	372,659	0	For
BESSEMER INVESTMENT MANAGEMENT LLC	360,000	0	For
Bessemer Trust Co of California, N.A.	360,000	0	For

Institutional-manager reports, all 356 managers: 37,443,524 for, 2,389,184 against, 850 abstained, 38,799 not voted, 40 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 3 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%

FOR: 85,279,346AGAINST: 76,606

Details: description as filed, official tally, votes by 101 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”): 85,279,346 for, 76,606 against — passed, per its Form 8-K filed May 19, 2025 (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 101 asset managers below reported 32,979,825 for, 368 against, 22,891 abstained.

FOR

FOR: 32,979,825AGAINST: 368ABSTAIN: 22,891

Largest asset managers voting on “RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.” at RLI CORP., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	9,070,435	0	For
BlackRock	4,432,452	0	For
Fidelity	1,995,552	0	For
Neuberger Berman	1,711,789	0	For
State Street	1,673,737	0	For
Thrivent	1,419,652	0	For
Dimensional	1,415,812	0	For
Virtus	975,358	0	For
Charles Schwab	930,956	0	For
T. Rowe Price	916,304	0	For
JPMorgan	907,162	0	For
Invesco	819,744	0	For
AllianceBernstein	438,070	0	For
ProShares	422,438	0	For
Hartford	409,837	0	For
First Trust	396,935	0	For
Investment Managers Series Trust III	372,659	0	For
BBR ALO Fund, LLC	335,500	0	For
Value Line Small Cap Opportunities Fund, Inc.	263,800	0	For
Royce	252,932	0	For
JANUS INVESTMENT FUND	250,379	0	For
Advisors' Inner Circle Fund II	210,000	0	For
Brighthouse	177,135	22,891	Mixed
Principal	182,628	0	For
OLD WESTBURY FUNDS INC	180,000	0	For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 2, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest RLI CORP. shareholders voting in 2024-2025

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 91,772,734 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…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	9.88%
2	BlackRock	4.83%
3	Fidelity	2.17%
4	Neuberger Berman	1.87%
5	State Street	1.82%
6	Thrivent	1.55%
7	Dimensional	1.54%
8	Virtus	1.06%
9	Charles Schwab	1.01%
10	T. Rowe Price	1.00%

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…”, 2024-2025
#	Asset manager	% of shares outstanding
1	KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC	4.16%
2	State Street	3.85%
3	Neuberger Berman	2.97%
4	BlackRock	2.70%
5	GEODE CAPITAL MANAGEMENT, LLC	2.31%
6	Thrivent	1.56%
7	T. Rowe Price	1.53%
8	JPMorgan	1.52%
9	MARKEL GROUP INC.	1.49%
10	Port Capital LLC	1.35%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	9.80%	13F
State Street Corporation	9.46%	DEF14A
BlackRock	8.20%	13F
Kayne Anderson Rudnick Investment Management, LLC	7.95%	13G
Vanguard Portfolio Management	5.24%	13G
Dimensional Fund Advisors	2.03%	13F
Morgan Stanley	1.53%	13F
JPMorgan Chase	1.51%	13F
Invesco	1.45%	13F
Charles Schwab	1.04%	13F

Percentages above are of 91,772,734 shares outstanding, as reported by RLI CORP. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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, 2025. 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 13, 2025, in the 2024-2025 proxy season, 430 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 5,519 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 96% 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 19, 2025.

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

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