SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT

(AMENDMENT NO.     )

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W. R. BERKLEY CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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To our fellow shareholders:

For over 50 years,Thank you for your continued ownership and support of W. R. Berkley Corporation. Your vote is important to us, and on behalf of our Board of Directors, we encourage you to cast your vote on the items discussed in the Proxy Statement using the attached proxy card or by voting via telephone or online.

2019 was another year of strong performance by our Company. We responsibly grew our business while rewarding shareholders with an outstanding 43.7% total shareholder return that included $308 million of special and ordinary dividends. In addition, our employees continued to support the communities where we live and work. We are not only proud of what we have managed our Companyachieved, but also how we accomplished it.

We were able to achieve these results because W. R. Berkley Corporation is a company with a focus on creatingtruly long-term perspective. It comes about because our management team and our Board of Directors are long-term shareholders, who, in many cases, have held their stock for decades. In addition, a significant number of our employees own our stock. We believe this distinguishes our Company.

This long-term perspective drives our commitment to and expertise in managing the insurance cycle and volatility. Our constant examination of risk and our awareness of the potential impact of unforeseen risks have enabled us to deliver superior risk-adjusted returns and create tremendous value for our shareholders. Every action we take and every part of our strategy, including ourshareholders for more than 50 years.

The Board also works with management compensation and board structure, is designed to generateprepare for the highest long-term risk-adjusted return.

2017 was a year marked by record catastrophe losses and significant earnings volatility in our industry. We were there to help our clients pick upfuture. Because the pieces in the aftermath of these disasters and still delivered a 10.9% return on beginning equity to our shareholders.

The culture of our Company emphasizesenterprise, the people who comprise it, and their entrepreneurial spirit have been the driving force behind our long-term success, encouraging and maintaining that everything we do and every person who participatesentrepreneurism is importantcritical to our enterprise,future. The Company has invested heavily in our people and in developing the behaviors that doingfoster innovation to make us even more valuable to our clients and customers—even when that means disrupting ourselves.

These are unprecedented times, to say the right thing isleast, and our lives have been disrupted like never before. Our ability to navigate the cornerstoneuncertainty brought about by the COVID-19 crisis will, like all other periods of uncertainty that have come before, depend upon the resiliency and courage of our success. Our valuespeople. They are rising to the occasion and principles are not printed on fancy plaques hung oncontinuing to meet the wallsneeds of our offices, butstakeholders. We sincerely hope that you and your families and colleagues are demonstrated every day at each of our operating units in the way we conduct our business, engage with our team membersmanaging well and give back to our communities. These values are critical to managing volatility and delivering superior long-term results.

2017 was also noteworthy as our commitment to ensuring the competitiveness of U.S. insurance groups in our home country was rewarded. The Tax Cut and Jobs Act effectively eliminated an unfair advantage in the Tax Code for offshore groups writing business through a U.S. subsidiary. In addition, the reduction in the corporate tax rate has positive implications for the economy and the global competitiveness of our business.

Over the last few years, we have spent a significant amount of time talking to our largest shareholders about the unique nature of our business — particularly its long-term characteristics. We have better communicated through engagement and through our proxy how our executive compensation system is tied to the key elements that create economic value in a property casualty insurance company. It is performance based and emphasizes long-term risk-adjusted returns and value creation to give our people a vested interest in the long-term success of the enterprise.

We have also enhanced the discussion regarding our board structure and governance practices. This is a complex business that requires knowledge and expertise for the Board and Compensation Committee to differentiate performance over the long run. Making these judgments requires expertise provided by directors with diverse experience and skills, and we continue to search for Board members who can bring value and advice.

In addition, investors have become increasingly focused on corporate responsibility as a driver of success in recent years, and we have accordingly done more to highlight our principles and practices. We have always recognized that in order to achieve long-term success, we have an obligation to society and the sustainability of the world around us. Whether employing individuals with diverse backgrounds and demographics that reflect the geographic and cultural diversity within our business, giving back to the communities in which we live and work, or managing our own impact on the environment and working closely with our insureds to manage theirs, corporate responsibility has been embedded in our culture from the beginning.staying safe.

We and our management team continue to be the Company’s largest shareholders. The direct line of communication with ournon-management shareholders has never been stronger, and we look forward to continuing the dialogue with you, our fellow owners. We alsoThe talent, passion and innovation of our people continues to inspire us, and we thank them for their constant efforts. Our people are what keep this Company great, and we remain optimistic that we canour dedication to our values will allow us to continue to create value by delivering outstandingdeliver superior risk-adjusted returns and growth in shareholder value in the future.

Sincerely,

William R. Berkley		W. Robert Berkley, Jr.
Executive Chairman		President and Chief Executive Officer

“Always do right. This will gratify some people and astonish the rest.”

— Mark Twain

W. R. BERKLEY CORPORATION

475 Steamboat Road

Greenwich, Connecticut 06830

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 31, 2018June 12, 2020

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of W. R. Berkley Corporation (the “Company”) will be held at its executive offices at 475 Steamboat Road, Greenwich, Connecticut, on Thursday, May 31, 2018Friday, June 12, 2020 at 1:0030 p.m. for the following purposes:

In accordance with the Company’sBy-Laws, the Company’s Board of Directors has fixed the close of business on April 4, 201815, 2020 as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting.

We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19) developments; we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the Annual Meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please refer to the Events and Presentation tab of our corporate website at https://ir.berkley.com/news-and-events/events-and-presentations/default.aspx for updated information. If you are planning to attend our Annual Meeting in person, please check the website one week prior to the Annual Meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

By Order of the Board of Directors,

IRA S. LEDERMAN

Executive Vice President and Secretary

Dated: April 19, 201827, 2020

Table of Contents

Your proxy is being solicited on behalf of the Board of Directors of W. R. Berkley Corporation (the “Company”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment thereof. On April 19, 2018,27, 2020, we began mailing to stockholders of record either a Notice of Internet Availability of Proxy Materials (“Notice”) or this proxy statement and proxy card and the Company’s Annual Report for the year ended December 31, 2017.2019.

20182020 Annual Meeting of Stockholders

In order for business to be conducted, a quorum of a majority of our common stock outstanding and entitled to vote must be present either in person or by proxy at the Annual Meeting. Abstentions and brokernon-votes are included in determining whether a quorum is present. The effects of abstentions and brokernon-votes on the matters to be voted on are described in the table above.

ALIGNMENT WITH STOCKHOLDER INTERESTS

2017 Financial2019 Business Highlights

InProfitable growth in an improving rate environment, combined with consistent investment income, drove modest increases in the Company’s net income per share and return on equity in 2019, despite strong competition and a year markedcontinued low interest rate environment. Combined with prudent capital management, these results enabled our book value per share growth to continue.

Net premiums written grew by recordnearly 7% in 2019, which is their fastest rate of growth in five years. The growth was fueled by accelerating rate increases in all lines of business, except workers’ compensation. Our underwriting continued to outperform with a combined ratio that was 4.4 points better than the property casualty insurance industry’s 98.2%, despite the absence of major industry catastrophe losses forlosses.

Our Company has maintained its underwriting discipline by targeting areas of the industry,market that we believe have greater return potential, while de-emphasizing less attractive sectors. Results have also benefited from our continued focus on risk-adjusted returns has enabled us to produce excellent results with lower volatility thanterms and conditions, attachment points and limits and our peers.

risk selection, as well as expense reductions.

Appropriately managing the insurance pricing cycle has always been critical to our long-term success. Historically, catastrophe losses were a major catalyst for pricing increases, but excess capitalsuccess, and increasedour organization was built to navigate cyclical market fragmentation have dampened their effects,conditions.

Our financial performance allowed us to reward our stockholders by returning approximately 48% of net income through special and underwriting expertiseordinary dividends and prudent cycle management have become even more critical. During 2017, we maintainedshare repurchases. Our total stockholder return was amongst the best in our discipline in both pricing and risk selection, while recording our11^th consecutive year of favorable loss reserve development.peer group.

A record year of U.S. insured catastrophe losses industry-wide. . . (2015 Dollars) $135 Billion Sources: Property Claims Service/ISO; Insurance Information Institute; Munich Re . . . Had dramatically less impact on our results Points on Combined Ratio from Catastrohpe Losses Sources A. M. Best; W. R. Berkley Corporation 10.9% Growth in Book Value Per Share Before Share Repurchases and Dividends $236 Million Capital Returned to Stockholders 8% Increase in Annual Ordinary Per Share Dividend Change in Volume vs. Pricing Quarterly Reserve Development

Our Business Must Be Managed with a Long-Term Perspective

The property casualty insurance business has historically been cyclical. It can take an extended time for insured losses to be reported, ultimate costs to be determined and final payments to be made, especially for liability claims. The uncertainty of insurers’ ultimate loss costs and fluctuating competitive conditions result in alternating periods of “hard” markets (more profitable for insurers) and “soft” markets (less profitable for insurers)..Various lines of property casualty insurance generally improve (or deteriorate) concurrently, but not necessarily at the same pace, and can at times move in different directions.

Because this cyclicality can cause variability in results over time, an insurer’s results should be considered over the entire length of the cycle.

We manage our business to outperform over the full insurance cycle. Managing a property casualty insurance company for the long term requires discipline throughout the cycle, especially in soft markets. Companies that are too aggressive in soft markets can suffer large losses later.later, while increasing volume in hard markets can lead to profitable growth.

The Classic Insurance Cycle

We will forgotop-line growth when necessaryprudent and pursuetop-line growth when advantageous to maintainmaximize long-term profitability.

Losses from large events cause significant volatility in industry results.We seek to maximize returns on a risk-adjusted basis.As a result, our historical catastrophe losses from major industry events have been significantly lower than industry averages.

We manage our business with an appropriate consideration of volatility in analyzing risk.

The lack of volatility in our results has contributed to superior long-term performance.

The graph above on the left shows historical insured catastrophehow our accident year loss ratios have outperformed the property casualty insurance industry for over 10 years. Accident year loss ratios are a key measure of profitability, representing accident year losses highlightingas a benign period from 2013 to 2015, and a record year in 2017.percent of earned premium. (A lower loss ratio is better.) The graph above on the right shows our average accident yearthe impact of catastrophe losses on those loss ratios, compared to highly-rated competitors over periods of three, five, seven and ten years through 2017. (A lower loss ratio is better.)dramatically less volatility for our Company.

Our outperformance appeared to have declined in the 5 year period ended 2017, as catastrophe activity was benign from 2013 to 2015. However, a return to normalized catastrophe losses in 2016 and a record level of catastrophe losses in 2017 demonstrated that the outperformance remains,is a tribute to our disciplined underwriting and risk management.

The cornerstone to long-term success is understanding risk-adjusted return. All returns are not created equal, and we need to beare conscious of the risks we are taking to achieve our returns.returns and create stockholder value.

WRB: Write as much good business as possible WRB: Accelerate growth as price adequacy returns to various market segments WRB: Capitalize on market dislocations; Create new units/divisions to position for market turn WRB: Slower growth and more selective underwriting WRB: Focus on retention; maintain disciplined underwriting WRB: Be willing to sacrifice volume for profitability Price Increases High Profitability Increases Capital + New capacity = Increases competition Price Reduction Low Profitability capacity Withdrawal Reduced Competition Hard Market Cycle and Capital Management Soft Market Ratio of event loss to surplus for largest events since 1992* *Ratio is for end-of-quarter surplus immediately prior to event. **Change in surplus from 12/31/2007 peak to date of maximum capital erosion at 3/31/09. Reflects losses offset by earnings. ***Assumes $80B in aggregate losses from Hurricanes Harvey, Irma, Maria and earthquakes in Mexico. Sources: PCS; Insurance Information Institute; A.M. Best; WRB

We seek to maximize returns on a risk-adjusted basis over the long term by limiting volatility in all aspects of our business.Catastrophes are only one source of volatility for property casualty insurance companies. Factors like rising loss costs, social inflation, and changes in the judicial or political climate can drive volatility. We attempt to address these risks through pricing, terms and conditions, and risk selection and by focusing on products with low individual policy limits, primarily issuing policies with defined aggregate limits, and attempting to avoid unfavorable or unpredictable political or legal environments.
		Based on a composite of 27 property and casualty insurers. Excludes companies with coefficients of variation that exceed 275%. Source: Dowling & Partners.

Over the long term, we have created more value for stockholders with less volatility than most of our peers.

We make long-term decisions to enhance long-term ROE and build stockholder value.

Investing for capital gains enhances our ROE.Our total-return investment strategy is designed to support our long-term return target.return. In response to the extended low interest rate environment, we have increased our investments in private equity, real estate and other assets.asset classes. These changes have caused us to give up some current investment income, but the gains have ultimately benefitbenefited our ROE when viewed over longer periods.

We remain focused on total risk-adjusted return for stockholders.

We continue to have the potential to realize a significant amount of off balance sheet unrealized gains, both on and off the balance sheet.gains. For certain of our investments, accounting rules depart from the underlying economics and require us to carry the investments at a value other than fair value. The appreciation in the value of certain of these investments is therefore not fully reflected in our financial statementsbook value until they are sold.sold, and we have the ability hold these assets during times of market stress.

RealizedNet realized gains on investment sales have contributed an average of 3.2%approximately 3% per year to our ROE over the past 68 years.

U.S. Insured Cat Losses (2015 Dollars) Sources: Property Claims Service/ISO; Insurance Information Institute; Munich Re Reported Accident Year Loss Ratio Averages As of December 31, 2017 Example of a Start Up Contribution of Realized Investment Gains to ROE Example of Off Balance Sheet Gains

Our Long-Term Perspective Has Driven Superior Stockholder Value Creation

Since our founding,initial public offering, our growth in book value per share with dividends compounded has far outpaced the S&P 500® Index. Index. Our long-term approach to our business and careful exposure management have resulted in strong profitability, below average volatility and superior long-term value creation for stockholders.
		Notes: Our Note: W. R. Berkley Corporation’s book value per share has been adjusted for stock dividends paid from 1975 to 1983. Stock dividends were 6% in each year from 1975 to 1978, 14% in 1979, and 7% in each year from 1980 to 1983. We haveThe Company has paid regular cash dividends each year since 1976, as well as periodic special dividends.1976.

We have delivered superior returns to stockholders over the past 15 years.The Company’s total stockholder return (“TSR”) over the past 15 years has exceeded by a wide margin the TSR of the S&P 500® Index and the S&P 500® Property & Casualty Insurance Index, as illustrated in the graph to the right.

Indexes aremarket-cap weighted (rebalanced periodically)The S&P 500^® Property and Casualty Insurance Index consists of Allstate Corporation, Chubb, Ltd., Cincinnati Financial Corporation, Progressive Corporation, The Travelers Companies, Inc., and W. R. Berkley Corporation (added Dec. 2019). Compensation peer group TSR composite weighted by market capitalization (reweighted annually).

Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2018.

There is a strong correlation between long-term value creation and long-term total stockholder return, as shown by the accompanying graph.The correlation improves over long periods of time. We have been a top performer compared to our compensation peer group over the past 15 years.

Overall gain in book value per share with dividends compounded has far outpaced the S&P 500®Index Comparison of 15-year Cumulative Total Return Assumes Initial Investment of $100 on January 1, 2003 15 Year Total Value Creation vs. Total Stockholder Return

Our Compensation Programs Are Structured to Align Employees’ and Directors’ Interests with thoseWith Those of Stockholders by Rewarding Long-Term Value Creation and to Retain Top Talent

Talent and expertise are the ultimate differentiators in our businessbusiness.. The combined expertise of our people in underwriting, risk management, claims handling and investing has delivered outstanding risk-adjusted returns. Our compensation programs appropriately balance the short termshort-term with the long termlong-term incentives and our long-term incentive compensation awards vest after periods that are longer than the average duration of our liabilities. In addition, NEOs and other senior executives must hold their RSUs until separation from service, and the RSUs are subject to clawback in the event the recipient engages in misconduct or breaches post-employment obligations, which expire one year after separation.This is a distinct model that separates us from many of our competitors.

Our NEO Compensation Reflectscompensation reflects our Performance-based Philosophyperformance-based philosophy and our Emphasisemphasis on the Long Term.long term.The great majority of compensation for our CEO and all other NEOs is linked to Company performance and the creation of stockholder value, and most of their compensation is long term.long-term.

References to NEOs in this Proxy Summary include an additional executive who is not considered an NEO. See page 49.

Compensation values reflected in the above illustration are based on 20172019 base salary, the annual cash incentive award payment for 2017,2019, the potential maximum value of the LTIP award for the 2017-20212019-2023 performance period, and the potential maximum value of the 20172019 performance-based RSU grant based on the target number of RSUs granted.grant.

2017 CEO Total Direct Pay 2017 All Other NEOs Total Direct Pay

NEO Compensation in 20172019 Reflects Our Results

20172019 Results Were Strongwere strong. Underwriting results were on par with prior years despite record industry catastrophe losses,The Company’s ROE increased to 12.5% as improvement in the underwriting environment accelerated and investment gains were strong.net premiums written grew by nearly 7%. Please see2017 Financial2019 Business Highlights onpage 3 andpages 49-51. The Company continued to take advantage of opportunities, started two new businesses in Mexico, launched a high net worth personal lines business and added many talented professionals.3.

Cash incentive awards in 20172019 for our NEOs, except Mr. Baio, declined or remained flatconstant in comparison to 2016,2018, reflecting the decline in our overall results compared to results for the prior year. Mr. Baio’s increase generally equalized his total compensation with that of the other NEOs who are also executive vice presidents. The absolute amount of the awards recognized the Company’s strong performance in a difficult environment. The increase in Mr. Baio’s award also reflects his increased role in 2017.

In February 2017, the Compensation Committee determined the maximum cash incentiveThese awards for our NEOs other than our CFO for the year ended December 31, 2017. These maximums were each subject to negative discretion based on the Company’s 2017 performance. Such negative discretion is determined principally by evaluating the Company’s ROE compared to our long-term target of 15%.ROE. Other metrics are utilized to inform the Compensation Committee about the industry-specific and general economic environment in which these results were achieved. Please see pages64-69. 61-63.

Our Corporate Governance Is Aligned with Our Long-Term Perspective

Board Diversity and Experience     Please see pages20-24 24-27 and41-42 37-38 for additional information.		We value having directors with diverse perspectives and experience. Each director has served in leadership roles and has significant experience in areas relevant to the Company. The Board has nominated Leigh Ann Pusey to stand for electionJonathan Talisman was elected to the Board of Directors at the 2018 Annual Meeting,in 2019, following the addition of Leigh Ann Pusey in 2018 and María Luisa Ferré in 2017. Ms. Pusey brings extensive leadership skills, insurance industry, regulatory and government affairs experience and expertise. The addition of these two directors refreshesrefreshed our Board while enhancing its diversity.

Stockholder Outreach

Board Oversight of Human Capital Management and Corporate Culture Please see page 45-46 for additional information. Please see our video,The Berkley Story, on www.berkley.com.		Our Board of Directors believes our people are our greatest asset and that our corporate culture has been the most important intangible value driver of our sustained long-term growth in stockholder value. We are focused on creating a respectful, rewarding, diverse, and inclusive work environment that allows our employees to build meaningful careers. The success of these human capital management objectives is essential to our strategy, as it is our people who drive our success. The Board has identified the elements of corporate culture necessary to achieving our goals and their key drivers. With full Board oversight of Risk Management, among other activities, and regular interactions with employees beyond corporate senior management, Board members have visibility into and receive timely feedback on human capital management and cultural issues that may affect our business. As meaningful stockholders, our directors have an independent ownership perspective and a vested interest in cultivating talent and perpetuating a culture that facilitates the execution of our long-term objectives. The contributions to long-term value creation component of our Annual Incentive Compensation Plan ties human capital management and culture to NEO compensation.

Following the 2017 Annual Meeting, we again reached out to many of our stockholders, representing more than 66% of the outstanding shares of the Company not held by management. We met, spoke to or corresponded with stockholders representing 61% of the outstanding shares of the Company not held by management, including several who declined meetings and indicated that they were comfortable with our governance and compensation practices.The predominant message from our outreach was that,in general, investors appreciate the alignment of our executive compensation programs with stockholder interests. There were no requests for modifications to the compensation program.

The conversations principally centered on governance practices. Some investors asked usStockholder Outreach

In 2019 and 2020, we again reached out to consider certain items or toincrease disclosure regarding the reasons somemany of our stockholders, representing 65% of the outstanding shares of the Company not held by management. We met, spoke to or corresponded with stockholders representing 60% of the outstanding shares of the Company not held by management, including several who declined meetings. Many of those that declined to speak with us indicated that they were comfortable with our governance and compensation practices differor that they were satisfied with our prior outreach.

The predominant message we received from those they considerour outreach was that, in general, our investors appreciate the alignment of our executive compensation programs with stockholder interests and of our governance practices with the unique nature of our business, as well as our responsiveness to be bestemerging issues. A small number of investors indicated a preference for aligning certain governance practices with their specific guidelines even as they recognize that one size does not fit all.all. However, they did not consider these to be voting issues, and there were no requests for modifications to our compensation programs or governance practices.

Specific Much of our outreach discussion centered on environmental and social issues, including climate risk and human capital management. These topics included the following:are discussed in our Sustainability Report, which can be found on our Investor Relations website.

Cumulative Program Changes in Response to Stockholder Outreach

The Compensation Committee has made a number of changes to the executive compensation program in response to stockholder feedback over the last severalrecent years. These changes and other changes made to our corporate governance over the preceding fewand proxy disclosure in recent years are summarized in the table below.

Feature		2013		2014		2015		2016		2017		2018		2013		2014		2015		2016		2017		2018		2019		2020
Performance-based RSUs, with higher performance threshold beginning in 2015
Double trigger vesting of long-term compensation in the event of a change in control
Annual grants of long-term awards
Stock ownership guidelines with a prohibition against pledging for NEOs
Reduction in maximum potential size of pool for NEO bonuses		5.0%		4.05%		3.3%		3.3% and $10 million per person cap						5.0%		4.05%		3.3%		3.3% and $10 million per person cap
Majority voting in director elections
Board refreshment and diversity										Elected María   Luisa Ferré		Nominated Leigh Ann Pusey										Elected Maria Luisa Ferré		Elected Leigh Ann Pusey		Elected Jonathan Talisman
Corporate Responsibility Disclosure
Environmental, Social and Governance Management Committee
Board Oversight of Human Capital Management and Corporate Culture Disclosure

We welcome the views of our stockholders and look forward to continuing our dialogue with you, our owners.

Proposal 1: Election of Directors

Our Directors and Director Nominees

You are being asked to vote for the election of fivefour directors. FiveSeven other directors are continuing in office. Detailed information about each director’s background, skills and areas of expertise can be found beginning on page22. 24.