MKL Markel Group Inc. - 8-K

Item 5.03     Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2026 Annual Meeting of Shareholders of Markel Group Inc. (the Company) held on May 20, 2026 (the 2026 Annual Meeting), upon the recommendation of the Company's Board of Directors (the Board), the Company's shareholders approved an amendment to the Company's Amended and Restated Articles of Incorporation (Amended and Restated Articles) that, subject to the terms of any preferred stock designations or the terms of any provision of the Virginia Stock Corporation Act that cannot be altered by the Articles of Incorporation or the Company's Bylaws, reduces the default voting requirement applicable under Virginia law to a majority of all votes entitled to be cast for the following matters:

• Amendments to the Articles of Incorporation,

• Dissolution of the Company,

• Approval of certain mergers or share exchanges,

• Approval of certain dispositions of the Company's assets,

• Approval of re-domestication into a foreign jurisdiction, and

• Approval of a plan of conversion.

Following shareholder approval of the Articles Amendment, the Company submitted amended and restated articles of incorporation to the Virginia State Corporation Commission reflecting the Articles Amendment (the Amended and Restated Articles). The Amended and Restated Articles became effective on May 22, 2026.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Articles, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, shareholders (i) elected directors to the Board to serve until the Company's 2027 Annual Meeting of Shareholders or until their respective successors are elected and qualified; (ii) approved on an advisory basis the compensation paid to the Company's named executive officers; (iii) ratified the selection of KPMG LLP by the Audit Committee of the Board as the Company's independent registered public accounting firm for the year ending December 31, 2026; (iv) approved the Articles Amendment referenced in Item 5.03 above; (v) rejected a shareholder proposal for a report on the Company's strategies and action plans to mitigate material environmental risks; and (vi) rejected a shareholder proposal to give shareholders an ability to call for a special shareholder meeting.

The results of the 2026 Annual Meeting were as follows:

Election of Directors

Director

For

Against

Abstain

Broker Non-Votes

Mark M. Besca

8,932,021

185,255

8,518

1,561,510

Lawrence A. Cunningham

8,435,235

669,481

21,078

1,561,510

Thomas S. Gayner

8,832,207

285,114

8,473

1,561,510

Greta J. Harris

8,792,851

327,614

5,329

1,561,510

Morgan E. Housel

8,892,103

224,267

9,424

1,561,510

Diane Leopold

8,894,150

225,555

6,089

1,561,510

Steven A. Markel

8,774,882

346,933

3,979

1,561,510

Jonathan E. Michael

9,001,139

115,848

8,807

1,561,510

Harold L. Morrison, Jr.

8,963,348

152,796

9,650

1,561,510

Michael O'Reilly

8,732,202

385,202

8,390

1,561,510

A. Lynne Puckett

8,973,010

144,694

8,090

1,561,510

2

Advisory Vote on Approval of Executive Compensation

For

Against

Abstain

Broker Non-Votes

8,767,980

269,226

88,588

1,561,510

Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm

For

Against

Abstain

Broker Non-Votes

9,978,022

703,704

5,578

N/A

Approval of Amendment to the Articles of Incorporation

For

Against

Abstain

Broker Non-Votes

9,017,385

34,012

74,397

1,561,510

Shareholder Proposal - Report on the Company's Strategies & Action Plans to

Mitigate Material Environmental Risks

For

Against

Abstain

Broker Non-Votes

2,141,784

6,912,765

71,245

1,561,510

Shareholder Proposal - Give Shareholders an Ability to Call for a Special Shareholder Meeting

For

Against

Abstain

Broker Non-Votes

3,394,903

5,707,234

23,657

1,561,510

Item 9.01    Financial Statements and Exhibits.

Exhibit No.

Description

3.1

Amended and Restated Articles of Incorporation , effective May 22, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3