🧾 What This Document Is

This is a DEFA14A filing, also known as a "definitive proxy notice." It's not the full proxy statement, but an official notice sent to shareholders to inform them about the upcoming annual meeting and to encourage them to vote. Its main job is to summarize the meeting details, explain how to vote, and list the proposals that need a shareholder vote. Think of it as an official "meeting reminder and voting guide" sent to everyone who owns stock in Markel.

🏢 What The Company Does

Markel Group Inc. (ticker: MKL) is a diversified financial holding company. 👉 In simple terms, they operate like a mini-conglomerate with three main engines: they write insurance (specialty and niche risks), they invest their insurance float (like Warren Buffett's Berkshire Hathaway), and they own and manage a portfolio of diverse businesses. They are known for a long-term, value-oriented, Berkshire-inspired business model.

📅 Meeting Logistics

• What: The 2026 Annual Meeting of Shareholders of Markel Group Inc.
• When: Wednesday, May 20, 2026, at 2:00 P.M. ET.
• Where: In person at the University of Richmond’s Robins Center, 365 College Road, Richmond, Virginia.
• Voting Deadline: You must cast your vote by 11:59 P.M. ET on May 19, 2026.
• How to Vote: You can vote online at www.ProxyVote.com (you'll need your control number), by phone, by mail, or in person at the meeting.

🗳️ The Proposals You're Voting On

The board of directors recommends voting FOR Proposals 1, 2, 3, and 4, and AGAINST Proposals 5 and 6. Here’s what each one means:

• Proposal 1: Elect 11 Directors 👍 This is the standard election of the company's board. The slate includes longtime leaders like Thomas Gayner (Co-CEO) and Steven Markel (Chairman), alongside other independent directors. The board wants you to vote "For" all of them.

• Proposal 2: Advisory Vote on Executive Compensation ("Say-on-Pay") 👍 Shareholders get a non-binding vote to approve how the top executives are paid. A "For" vote endorses the current pay packages.

• Proposal 3: Ratify KPMG LLP as Auditors 👍 This formally approves the selection of KPMG as the company's independent accounting firm for 2026. It's a routine but essential governance item.

• Proposal 4: Approve Amendments to Articles of Incorporation 👍 Shareholders must approve changes to the company's foundational charter document. The specific changes would be detailed in the full proxy statement.

• Proposal 5: Shareholder Proposal on Environmental Risk Reporting ⚠️ A shareholder is asking the company to publish a report detailing its strategies and plans to mitigate material environmental risks. The board recommends voting AGAINST this, likely arguing that current disclosures are sufficient or that the company already manages these risks effectively.

• Proposal 6: Shareholder Proposal for Special Meeting Rights ⚠️ A shareholder proposal to change the company rules to allow shareholders to call a special meeting. Currently, only the board can call one. The board recommends voting AGAINST this, as such rights can lead to costly, disruptive campaigns by activist investors.

🔍 Why This Matters

For an investor, this filing is your annual corporate governance checklist. Your votes shape the leadership, compensation, and strategic direction of the company you own. The presence of two shareholder proposals—especially on environmental risks—shows that some investors want Markel to be more proactive on a major global issue. The board's opposition signals it believes its current approach is adequate, setting the stage for a potential vote showdown.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths (Signals from the Board): A full, experienced director slate is being presented, suggesting stability. The routine items (auditors, compensation) are uncontroversial, indicating smooth operations. The fight is over new shareholder proposals.
• ⚠️ Risks & Points of Contention: The two shareholder proposals highlight potential friction. Proposal 5 risks being seen as a governance or reputational risk if it gains significant support. Proposal 6 challenges the board's control over shareholder meetings. How these votes go will reveal shareholder sentiment on environmental disclosure and governance power.

🧠 The Analogy

Think of this annual meeting like a condo association's yearly meeting. The board (the directors) is presenting its annual report, asking you to re-approve the property manager (executives' pay), renew the contract with the accounting firm (auditors), and vote on changing the building's rules. Some neighbors (shareholders) are also proposing new rules—one wants a detailed report on the building's flood plan (environmental risk), and another wants to make it easier for owners to call emergency meetings. Your vote helps decide what happens next.

📇 Key Contacts & People

For questions about the meeting or to request materials, contact:

• Investor Relations: Markel Group, 4521 Highwoods Parkway, Glen Allen, Virginia 23060
• Email: [email protected]
• To Request Proxy Materials:
  • Online: www.ProxyVote.com
  • Phone: 1-800-579-1639
  • Email: [email protected] (Include control number in subject line)
• Mail Instructions: Markel Group Inc., Attn: Sarah Mikowski, 4521 Highwoods Parkway, Glen Allen, VA 23060

🧩 Final Takeaway

This is your opportunity to vote on Markel's leadership and decide between the board's conservative governance stance and shareholder-driven proposals on environmental risk and meeting rights. 👉 Your vote, due by May 19, 2026, directly influences the company's future direction and accountability.