RLI (RLI) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 13, 2025, with shareholders able to vote and submit questions online.

• Key business includes electing 10 directors, an advisory vote on executive compensation, and ratifying Deloitte & Touche LLP as the independent auditor.

• Shareholders of record as of March 17, 2025, are entitled to vote; voting can be done online, by phone, mail, or during the meeting.

• The company achieved strong 2024 financial results: 11% premium growth, 86.2 combined ratio, 22.2% ROE, and a 24% increase in book value per share.

• Regular and special dividends returned $183 million to shareholders in 2024.

Voting matters and shareholder proposals

• Proposals include electing 10 directors, a non-binding say-on-pay vote, and ratifying Deloitte & Touche LLP.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by November 27, 2025.

Board of directors and corporate governance

• 9 of 10 director nominees are independent; roles of Chairman and CEO are split.

• Board committees include Audit, Human Capital & Compensation, Finance & Risk, and Nominating & Corporate Governance.

• Annual board, committee, and director evaluations are conducted.

• Directors are elected by majority vote and must meet stock ownership guidelines.

• Board diversity is emphasized, with recent appointments reflecting gender and ethnic diversity.