SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.     )

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

W. R. BERKLEY CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

To our fellow shareholders:

Once again, 2018Thank 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 aanother year of strong performance forby our Company, reflectingCompany. We responsibly grew our commitmentbusiness 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 expertise in managing volatility. Our constant examinationwork. We are not only proud of risk and our awareness of the potential impact of unforeseen risks has enabled uswhat we have achieved, but also how we accomplished it.

We were able to deliver superior risk-adjusted returns and create tremendous value for our shareholders for more than 50 years.

achieve these results because W. R. Berkley Corporation is a company with a truly long-term perspective. It comes about because our management team and our Board of Directors do not merely think like shareholders — theyare long-term shareholders, with their holdings representing a meaningful portion of their overall wealth and a requirement to hold their shares until separation from service. Often, they ownwho, in many times their ownership requirements, andcases, have held their stock for decades. In addition, the majoritya significant number of our employees own our stock. We believe this makesdistinguishes our Company unique.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 for more than 50 years.

The consequences of this ownership and long-term perspective are not only superior financial performance, butBoard also a culture that promotes always doingworks with management to prepare for the right thing — for our investors, for our agents and customers, for our employees, for our communities, and for society as a whole. Every action we take and every part of our strategy, including our management compensation program and board structure, is designed to meetfuture. Because the needs of these stakeholders and generate the highest long-term risk-adjusted returns. The culture of our enterprise, and the people who comprise it, and their entrepreneurial spirit have been the driving force behind our success.

Ourlong-term success, encouraging and maintaining that entrepreneurism is critical to our future. The Company has always emphasized corporate responsibility - simply because it isinvested heavily in our people and in developing the right thingbehaviors that foster innovation to domake us even more valuable to our clients and because it makescustomers—even when that means disrupting ourselves.

These are unprecedented times, to say the least, and our business better. Recent engagement withlives have been disrupted like never before. Our ability to navigate the uncertainty 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 shareholders has demonstrated that, although interest in environmental, socialpeople. They are rising to the occasion and governance (ESG) issues has existed for a very long time, there is a growing trend towards more explicit integrationcontinuing to meet the needs of these factors into the investment process. Historically, we had been reserved in disseminating information regarding our efforts in these areas, and as a result, limited material has been available to our stakeholders. We sincerely hope that you and your families and colleagues are beginning to enhance the narrative regarding this important area, with sections of this proxy dedicated to ESGmanaging well and corporate culture, and an inaugural ESG report planned for later this year. We hope to build upon these efforts in the years to come.staying safe.

We and our management team continue to be the Company’s largest shareholders. The direct line of communication with our non-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.

On behalf of our Board of Directors, we thank you for your continued support.

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

June 6, 201912, 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,Friday, June 6, 201912, 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 10, 201915, 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 26, 201927, 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 26, 2019,27, 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, 2018.2019.

20192020 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

2018 Financial2019 Business Highlights

Per share amountsProfitable growth in an improving rate environment, combined with consistent investment income, drove modest increases in the table above reflectCompany’s net income per share and return on equity in 2019, despite strong competition and a continued 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 nearly 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 3-for-2 common stock split effected on April 2, 2019.property casualty insurance industry’s 98.2%, despite the absence of major industry catastrophe losses.

In a year markedOur Company has maintained its underwriting discipline by above-average catastrophe losses fortargeting 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 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 2018, we maintainedshare repurchases. Our total stockholder return was amongst the best in our discipline in both pricing and risk selection, while recording our12^th consecutive year of favorable loss reserve development.

peer group.

4.9% Growth in Book Value Per Share Before Share Repurchase and Dividends $280 Million Capital Returned to Stockholders 7% Increase in Annual Regular Per Share Dividends 6.2% Total Stockholder Return (Stock Price Plus Dividends)

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

WRB: Write as much good business as possible WRE: Slower growth and more selective underwriting WRB: Focus on retention; maintain disciplined underwriting WRB: Be willing to sacrifice volume for profitability WRB: Capitalize on market dislocations Create new units/divisions to position' for market turn WRB: Accelerate growth as price adequacy returns to various market segments Price Increases High Profitability Increased Capital Needs a Return + New capacity = Increased competition. Price Reductions Low Profitable Capacity Withdrawal Reduced Competition

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 how our accident year loss ratios have outperformed the property casualty insurance industry for the pastover 10 years. Accident year loss ratios are a key measure of profitability, representing accident year losses as a percent of earned premium. (A lower loss ratio is better.) The graph above on the right shows the impact of catastrophe losses on those loss ratios, and dramatically less volatility for our Company.

Our outperformance 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 are conscious of the risks we are taking to achieve our returns and create stockholder value.

We seek to maximize returns on a risk-adjusted basis over the long term by limiting volatility in all aspects of our businessbusiness.. 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 avoidingattempting 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 manymost 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. In response to the extended low interest rate environment, of the last several years, we have increased our investments in private equity, real estate and other 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. 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 book 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 approximately 3% per year to our ROE over the past 78 years.

We maintain a strategic posture with respect to inflation.Because of the extended low interest rate environment and relatively flat yield curve, we shortened the duration of our bond portfolio over the past several years to less than 3 years.years, while maintaining its high quality with an average rating ofAA-. As a result, there has been less volatility in our book value frommark-to-market accounting and we wereare better able to grow book value despite risingmanage the uncertain interest rates and improve our fixed-income book yield in 2018.rate environment.

As investment income is an important component of our economic model, we will continue to position our portfolio to take advantage of opportunities to improve returns.manage the yield curve as well as the impact of potential inflation.

Our Long-Term Perspective Has Driven Superior Stockholder Value Creation

The S&P 500^® Property and Casualty Insurance Index consists of Allstate Corporation, Chubb, Ltd., Cincinnati Financial Corporation, Progressive Corporation, and The Travelers Companies, Inc., and W. R. Berkley Corporation (added Dec. 2019).

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.

Our Compensation Programs Are Structured to Align Employees’ and Directors’ Interests With 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 short-term with long-term incentives and our long-term incentive compensation awards vest after periods that are longer than the average duration of our liabilities. In addition, performance-basedNEOs and other senior executives must hold their RSUs must be held until separation from service, and the RSUs are subject to clawback in the event the executiverecipient engages in misconduct or breaches post employment restrictions,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 reflects our performance-based philosophy and our emphasis on the 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 islong-term.

References to NEOs in this Proxy Summary include an additional executive who is not considered an NEO. See page 47.49.

Compensation values reflected in the above illustration are based on 20182019 base salary, the annual cash incentive award payment for 2018,2019, the potential maximum value of the LTIP award for the 2018-20222019-2023 performance period, and the potential maximum value of the 20182019 performance-based RSU grant.

NEO Compensation in 20182019 Reflects Our Results

20182019 Results were strong. Underwriting results were on par with prior years despite an elevated level of 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 see2018 Financial2019 Business Highlights on page 3.

Cash incentive awards in 20182019 for our NEOs, except Mr. Wm. Berkley, increasedBaio, remained constant in comparison to 2017,2018, reflecting the improvement 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 increases in Mr. Rob Berkley’s and Mr. Baio’s

These awards also reflect their increasing responsibilities.

In February 2018, the Compensation Committee determined the maximum cash incentive awards for our NEOs for the year ended December 31, 2018. These maximums were each subject to negative discretion based on the Company’s 2018 performance. Such negative discretion is determined principally by evaluating the Company’s 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 pages 59-62.61-63.

Our Corporate Governance Is Aligned with Our Long-Term Perspective

Board Diversity and Experience     Please see pages 24-2624-27 and 35-3637-38 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. Leigh Ann PuseyJonathan 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. The addition of these two directors refreshed our Board while enhancing its diversity.

Stockholder Outreach

Following the 2018 Annual Meeting,In 2019 and 2020, we again reached out to many of our stockholders, representing 68%65% of the outstanding shares of the Company not held by management. We met, spoke to or corresponded with stockholders representing 62%60% of the outstanding shares of the Company not held by management, including several who declined meetings andmeetings. Many of those that declined to speak with us indicated that they were comfortable with our governance and compensation practices.practices or that they were satisfied with our prior outreach.

The predominant message we received from our outreach was that,,in general, our investors appreciate the alignment of our executive compensation programs with stockholder interests and of our governance practices withstockholder interests, the unique nature of our business, as well as our responsiveness to emerging issues. There were no requestsA small number of investors indicated a preference for modifications to the compensation program oraligning certain governance practices.

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 severaland proxy disclosure in recent years are summarized in the table below.

						��
Feature		2013				2014		2015		2016		2017		2018		2019		2013		2014		2015		2016		2017		2018		2019		2020
Performance-based RSUs, with higher performance threshold beginning in 2015
Double trigger vesting oflong-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     Maria     Luisa Ferré		Elected     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 Corporate Culture Disclosure
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 four directors. SixSeven other directors are continuing in office. Detailed information about each director’s background, skills and areas of expertise can be found beginning on page 24.

The Board of Directors, which currently has teneleven directors, is divided into three classes, each class generally having a term of three years. Each year the term of office of one class expires. This year the term of a class consisting of four directors expires.

The Board of Directors intends that the shares represented by proxy, unless otherwise indicated therein, will be voted for the election of W. Robert Berkley, Jr., Ronald E. Blaylock, Mary C. Farrell and Leigh Ann PuseyMaría Luisa Ferré as directorsa director to hold office for a term of three years until the Annual Meeting in 20222023 and until her successor is duly elected and qualified, and for the election of Jack H. Nusbaum, Mark L. Shapiro and Jonathan Talisman as directors to hold office for a term of one year until the Annual Meeting in 2021 and until their respective successors are duly elected and qualified. There are no arrangements or understandings between the nominees for director and any other person pursuant to which the nominees were selected.

The persons designated as proxies reserve full discretion to cast votes for other persons in the event any such nominee is unable to serve. However, the Board of Directors has no reason to believe that any nominee will be unable to serve if elected. The proxies cannot be voted for a greater number of persons than four nominees.

Following the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors unanimously recommends a vote “FOR” all of the nominees for director.

The following table sets forth biographical and other information regarding each nominee and the remaining directors who will continue in office after the Annual Meeting.

Director Nominees Standing for Election