pra-202303010001127703false00011277032023-03-012023-03-01
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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM | 8-K |
CURRENT REPORT |
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| Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): March 1, 2023 |
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| ProAssurance Corporation |
(Exact name of registrant as specified in its charter) |
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| Delaware | 001-16533 | 63-1261433 |
(State of Incorporation) | (Commission File No.) | (IRS Employer I.D. No.) |
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| 100 Brookwood Place, | Birmingham, | AL | 35209 |
| (Address of Principal Executive Office ) | (Zip code) |
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Registrant’s telephone number, including area code: | (205) | 877-4400 |
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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 Securities Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act
(17CFR 240.13e-(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | PRA | New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨ |
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS, COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On February 27, 2023 we issued a news release announcing Mike Boguski's retirement as President of Specialty Property and Casualty, effective June 30, 2023. The text of the release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The information we are furnishing under Item 9.01 of this Current Report on Form 8K, including Exhibit 99.1, are not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) as amended, or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
SIGNATURE
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.
Date: March 1, 2023
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| PROASSURANCE CORPORATION |
| by: /s/ Jeffrey P. Lisenby |
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Jeffrey P. Lisenby
General Counsel |
NEWS RELEASE 
For More Information:
Jason Gingerich, VP, Investor Relations
ProAssurance Announces Mike Boguski’s Retirement as President of Specialty P&C
BIRMINGHAM, AL – (BUSINESSWIRE) – February 27, 2023 – ProAssurance Corporation (NYSE:PRA) today announced that Mike Boguski has decided to retire from his role as President of Specialty Property & Casualty on June 30, 2023. Mike will be available through the end of the year to consult and assist with the transition of his responsibilities.
Mr. Rand, said, “We are grateful for all that Mike has done over his 9 years with ProAssurance and his leadership at Eastern prior to that time. Since stepping into his role as President of Specialty P&C 4 years ago, Mike has brought those operations together under common leadership and overseen the integration of NORCAL into the ProAssurance organization. Mike’s leadership and enthusiasm will certainly be missed. Mike has developed a very strong team, and over the coming months we will be working on a transition of his responsibilities.”
Mr. Boguski commented on his retirement, saying, "I want to take this opportunity to thank all my colleagues at ProAssurance as well our agency and strategic business partners for your tremendous support over the past 37 years. It has been an amazing journey and I am extremely grateful for the valued relationships, experiences, and all that we accomplished together.
“I would like to express my sincere appreciation and thanks to our CEO, Ned Rand and the ProAssurance Board of Directors for the opportunity to lead and serve in the organization over the past 9 years. I am grateful for your confidence and support during my tenure.
“To our Senior executives at Specialty P&C and all of our team members, I would like to offer a heart-felt thank you for your hard work, dedication and commitment to excellence over the past 4 years. Together, we navigated challenges, built a strong foundation for the future, and successfully executed on the largest transaction in the history of ProAssurance with the acquisition and integration of NORCAL.
“I would also like to express my appreciation to my friends and colleagues at Eastern. From our humble beginnings in 1997, together we built a best in class Workers’ Compensation and Segregated Portfolio Cell Insurance business. It was an incredible journey and entrepreneurial experience. I am proud of all that we have accomplished together at ProAssurance and Eastern and extremely grateful for your incredible support and valued friendships.
About ProAssurance
ProAssurance Corporation is an industry-leading specialty insurer with extensive expertise in healthcare professional liability, products liability for medical technology and life sciences, legal professional liability, and workers’ compensation insurance. ProAssurance Group is rated “A” (Excellent) by AM Best; NORCAL Group is rated “A-” (Excellent) by AM Best. ProAssurance and its operating subsidiaries carry a Financial Strength Rating of “A-” (Strong) from Fitch Ratings.
For the latest on ProAssurance and its industry-leading suite of products and services, cutting-edge risk management and practice enhancement programs, follow @ProAssurance on Twitter or LinkedIn. ProAssurance’s YouTube channel regularly presents thought provoking, insightful videos that communicate effective practice management, patient safety and risk management strategies.
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