UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~October~~ November 2417, 2017 (~~October~~November 2417, 2017) Date of Report (Date of earliest event reported)

State National Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36712		26-0017421
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1900 L. Don Dodson Dr.

Bedford, Texas 76021

(Address of principal executive offices, including zip code) (817) 265-2000 (Registrant’'s telephone number, including area code) Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

2Introduction

~~Item~~On 5November 17, 2017, State National Companies, Inc.~~07 Submission~~ ("State National") completed its previously announced merger with a subsidiary of ~~Matters~~Markel Corporation ("Markel"). Pursuant to the Agreement and Plan of Merger, dated as of July 26, 2017 (the "Merger Agreement"), by and among State National, Markel and Markelverick Corporation, a ~~Vote~~direct, wholly-owned subsidiary of ~~Securities~~Markel ~~Holders~~("Merger Sub"), Merger Sub merged with and into State National (the "Merger"), with State National surviving the Merger as a direct, wholly-owned subsidiary of Markel.

OnAt ~~October~~the ~~24,~~effective ~~2017,~~time ~~State~~of ~~National~~the ~~Companies,~~Merger ~~Inc.~~ (the ~~“Company”~~"Effective Time"), ~~held~~each aissued ~~special~~and ~~meeting~~outstanding share of ~~stockholders~~common ~~(the~~stock ~~“Special~~of ~~Meeting”)~~State toNational ~~consider~~("Company ~~certain~~Common ~~proposals~~Stock") ~~related~~(other tothan ~~the~~shares ~~Agreement~~of ~~and~~Company ~~Plan~~Common ofStock ~~Merger~~held (by the ~~“Merger~~Company ~~Agreement”), dated~~ as oftreasury ~~July~~shares ~~26,~~or ~~2017,~~held by ~~and~~subsidiaries ~~among~~of the Company, ~~Markel~~dissenting ~~Corporation~~shares ~~(“Parent”)~~or ~~and~~share ~~Markelverick~~of ~~Corporation~~performance-based ~~(“Merger~~restricted ~~Sub”)~~stock, which ~~provides~~were ~~for,~~treated ~~among~~as ~~other~~described ~~things~~below) ~~and~~was ~~subject~~automatically tocanceled ~~the terms~~ and ~~conditions~~converted ~~set~~into ~~forth~~the ~~therein,~~right ~~Merger Sub~~ to ~~merge~~receive ~~with~~$21.00 ~~and~~in ~~into the Company~~cash, ~~with~~without ~~the~~interest ~~Company~~and ~~surviving~~less ~~the~~any ~~merger~~required aswithholding atax ~~direct,~~(the ~~wholly-owned~~"Merger ~~subsidiary of Parent~~Consideration").

~~Each~~At the Effective Time, each option to acquire Company Common Stock outstanding and unexercised as of immediately prior to the ~~three~~effective ~~proposals~~time ~~considered~~of atthe Merger (whether or not vested) became fully vested, and each such option was immediately canceled, with the ~~Special~~holder ~~Meeting~~thereof thereafter having only the right to receive the excess of the Merger Consideration over the exercise price of such option. In the event that the exercise price of any such option was equal to or greater than the Merger Consideration, such option was canceled without payment therefor. At the Effective Time, each restricted share of Company Common Stock (as"Company ~~described~~Restricted ~~below~~Stock") that was ~~approved~~outstanding byimmediately prior to the ~~requisite~~Effective ~~vote~~Time (whether or not vested) became fully vested, in the case of a time-based vesting Company Restricted Stock, or became vested at the target level of performance, in the case of a performance-based vesting Company’s ~~stockholders~~Restricted Stock ("Performance-Based Restricted Stock"), and was automatically converted, to the extent vested as described in this sentence, into the right to receive the Merger Consideration. Any Performance-Based Restricted Stock that did not become vested at the Effective Time as described in the previous sentence was forfeited automatically without payment therefor.

AsThe offoregoing ~~September~~description 5,of ~~2017,~~ the ~~record~~Merger ~~date~~and ~~for~~ the ~~Special~~Merger ~~Meeting,~~Agreement ~~there~~does ~~were~~not ~~42,173,561~~purport ~~shares~~to ofbe ~~common~~complete ~~stock outstanding~~ and ~~entitled~~is tosubject ~~vote~~to, ~~each~~and ofqualified ~~which~~in ~~was~~its ~~entitled~~entirety ~~to one vote for each proposal at the Special Meeting. At the Special Meeting~~by, ~~a total of 36,280,727 shares of~~ the ~~Company,~~full ~~representing~~text ~~approximately 86.02%~~ of the ~~outstanding~~Merger ~~shares entitled to vote~~Agreement, ~~were~~which ~~present~~is infiled ~~person~~as orExhibit by2.1 ~~proxy~~hereto, ~~constituting~~and awhich ~~quorum~~is toincorporated ~~conduct~~herein ~~business~~by reference.

AtItem ~~the~~2.01 Completion ~~Special~~of ~~meeting,~~Acquisition ~~the~~or ~~following~~Disposition ~~proposals~~of ~~were considered:~~Assets

~~(1)~~ The ~~proposal~~information toset ~~adopt~~forth in the ~~Merger~~section ~~Agreement~~above ~~(the~~titled ~~“merger~~"Introduction" ~~proposal”);~~of this Current Report on Form 8-K is incorporated herein by reference.

~~(2)~~Item ~~The~~3.01 Notice ~~proposal~~of toDelisting ~~approve, on a nonbinding advisory basis, certain compensation that may be paid~~ or ~~become~~Failure ~~payable~~ to ~~the~~Satisfy ~~Company’s~~a ~~named~~Continued ~~executive~~Listing ~~officers~~Rule ~~that is based on~~ or ~~otherwise~~Standard; ~~relates~~Transfer toof ~~the merger (the “merger-related compensation proposal”); and~~Listing

On November 17, 2017, in connection with the consummation of the Merger, State National notified the NASDAQ Global Select Market (3"NASDAQ") ~~The~~of ~~proposal~~the tocompletion ~~approve~~of anthe ~~adjournment~~Merger ofand requested that trading in Company Common Stock be withdrawn from listing on the ~~Special~~NASDAQ. State ~~Meeting,~~National ifalso ~~necessary~~requested orthat ~~appropriate,~~NASDAQ tofile ~~solicit~~a ~~additional~~notification ~~proxies~~of ifremoval ~~there~~from ~~are~~listing ~~insufficient~~on ~~votes~~Form 25 with the SEC with respect to ~~approve~~Company Common Stock to report the ~~merger~~delisting ~~proposal~~of atCompany Common Stock from the ~~Special~~NASDAQ ~~Meeting~~and (suspend trading of Company Common Stock on the ~~“adjournment~~NASDAQ ~~proposal”)~~as of the close of trading on November 17, 2017.

~~The~~State ~~final~~National ~~voting~~intends ~~results~~to ~~for~~file ~~each~~with ~~proposal~~the ~~are~~SEC ~~described~~a ~~below. For~~certificate ~~more~~of ~~information~~notice of termination on ~~each~~Form of15 ~~these~~with ~~proposals~~respect to the Company Common Stock, ~~see~~requesting that the Company’s ~~definitive~~Common ~~proxy~~Stock ~~statement~~be ~~filed~~deregistered ~~with~~under the ~~U.S.~~ Securities Exchange ~~Commission~~Act of 1934, as amended (the ~~“SEC”~~"Exchange Act"), onand ~~September~~that ~~11,~~the ~~2017,~~reporting asobligations ~~well~~of asState ~~the~~National ~~supplement~~with respect to ~~the~~ Company’s ~~definitive~~Common ~~proxy~~Stock ~~statement~~under ~~filed~~Sections ~~with~~13 ~~the~~and ~~SEC~~15(d) onof ~~September~~the ~~28,~~Exchange ~~2017~~Act be suspended.

~~Merger~~Item ~~Proposal~~3.03 Material Modification to Rights of Security Holders

Votes For	Votes Against	Abstentions	Broker Non-Votes
34,671,428	646,285	963,014	--

The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.

~~Merger-Related~~Item ~~Compensation~~5.01 Changes ~~Proposal~~in Control of Registrant

Votes For	Votes Against	Abstentions	Broker Non-Votes
27,647,778	8,374,123	258,826	--

The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.

~~Adjournment~~Item ~~Proposal~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Votes For	Votes Against	Abstentions	Broker Non-Votes
33,997,690	1,320,073	962,964	--

In accordance with the terms of the Merger Agreement, at the Effective Time, each of the five directors of State National (Terry Ledbetter, Gene Becker, Marsha Cameron, David King and Fred Reichelt) ceased to be the directors of State National. The directors of Merger Sub are to become the new directors of State National.

3Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of State National were each amended and restated, and such amended and restated certificate of incorporation and bylaws became the certificate of incorporation and bylaws, respectively, of State National. Copies of the Amended and Restated Certificate of Incorporation of State National and the Amended and Restated Bylaws of State National are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events

At the Effective Time, voting agreements between Markel and certain stockholders of State National, dated as of July 26, 2017, each previously filed with the SEC on August 1, 2017, were automatically terminated.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

2.1	Agreement and Plan of Merger, dated as of July 26, 2017, by and among State National Companies, Inc., Markel Corporation and Markelverick Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of State National Companies, Inc., which was filed with the SEC on July 26, 2017)
3.1	Amended and Restated Certificate of Incorporation of State National Companies, Inc.
3.2	Amended and Restated Bylaws of State National Companies, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~October~~November 2417, 2017

	STATE NATIONAL COMPANIES, INC.

	By:	/s/ David Hale
	Name:	David Hale
	Title:	Executive Vice President, Chief Operating
		Officer and Chief Financial Officer

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