Markel Group (MKL) Proxy filing summary

Executive summary

• The annual meeting will be held on May 20, 2026, to elect directors, approve executive compensation, ratify the auditor, amend the Articles of Incorporation, and vote on two shareholder proposals.

• Shareholders can vote via internet, phone, mail, or in person, with a record date of March 12, 2026, and 12,547,039 shares outstanding.

• Proxy materials are available online, and householding procedures are in place to reduce environmental impact.

Voting matters and shareholder proposals

• Proposals include electing 11 directors, advisory approval of executive compensation, ratification of KPMG LLP as auditor, amending the Articles to lower voting thresholds, and two shareholder proposals.

• The Board recommends FOR all management proposals and AGAINST both shareholder proposals: one on environmental risk reporting and one to lower the threshold for calling special meetings.

• The amendment to the Articles responds to a prior shareholder vote and would reduce supermajority requirements to a simple majority for key corporate actions.

Board of directors and corporate governance

• The Board consists of 11 directors, with a mix of industry, financial, legal, and operational expertise.

• 9 of 11 nominees are independent; all Board committees are composed entirely of independent directors.

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

• The Board separates the roles of CEO and Chairman and designates a Lead Independent Director.

• Proxy access allows shareholders owning at least 3% for three years to nominate directors.