8-K
Proassurance Corp (PRA)
| 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 | |||||||
| Date of Report (Date of earliest event reported): November 30, 2022 | |||||||
| ProAssurance Corporation | |||||||
| (Exact name of registrant as specified in its charter) | Delaware | 001-16533 | 63-1261433 | ||||
| --- | --- | --- | |||||
| (State of Incorporation) | (Commission File No.) | (IRS Employer I.D. No.) | 100 Brookwood Place, | Birmingham, | AL | 35209 | |
| --- | --- | --- | --- | ||||
| (Address of Principal Executive Office ) | (Zip code) | Registrant’s telephone number, including area code: | (205) | 877-4400 | |||
| --- | --- | --- | |||||
| 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 <br>(17CFR 240.14d-2(b)) | ||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act <br>(17CFR 240.13e-(c)) | ||||||
| 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 | |||||
| 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 7.01 REGULATION FID DISCLOSURES
Attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference, is our news release relating to the dividend referred to in Item 8.01 below. Additionally, at its quarterly meeting today, our Board of Directors set May 24, 2023 as the date of the 2023 Annual Meeting of Shareholders to be held in Birmingham, Alabama. The record date for the meeting is March 27, 2023.
ITEM 8.01 OTHER EVENTS
On November 30, 2022, our Board of Directors declared a regular dividend of $0.05 per common share payable on January 10, 2023 to shareholders of record as of December 22, 2022. Our dividend policy anticipates a total annual dividend of $0.20 per share, to be paid in equal quarterly installments. Any decision to pay future cash dividends will be subject to the Board's final determination after a comprehensive review of the company's financial performance, future expectations, and other factors deemed relevant by the Board.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 News releaseannouncing quarterly dividend andAnnual Shareholder Meeting datea2022-11x30exhibit.htm
We are furnishing Exhibit 99.1 to this Current Report on Form 8-K in accordance with Item 7.01, Regulation FD Disclosure. This exhibit shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 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: November 30, 2022
| PROASSURANCE CORPORATION |
|---|
| by: /s/ Jeffrey P. Lisenby |
| ----------------------------------------------------- |
| Jeffrey P. Lisenby<br>General Counsel |
2
Document
NEWS RELEASE 
For More Information:
Jason Gingerich, VP, Investor Relations
800-282-6242 • 512-879-5101 • JasonGingerich@ProAssurance.com
ProAssurance Declares Quarterly Dividend and Announces Date for 2023 Annual Shareholder Meeting
BIRMINGHAM, AL – (BUSINESSWIRE) – November 30, 2022 The board of directors of ProAssurance Corporation (NYSE:PRA) declared a cash dividend of $0.05 per common share, payable on January 10, 2023 to shareholders of record as of December 22, 2022.
Our dividend policy anticipates a total annual dividend of $0.20 per share paid in equal quarterly installments. However, any decision to pay future cash dividends will be subject to the Board’s final determination after a comprehensive review of the company’s financial performance, future expectations, and other factors deemed relevant by the Board.
Today our board also set May 24, 2023 as the date of the 2023 Annual Meeting of Shareholders to be held at our headquarters in Birmingham, Alabama. The record date for the meeting is March 27, 2023.
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 are rated “A-” (Strong) by 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.
Caution Regarding Forward-Looking Statements
Any statements in this news release that are not historical facts are specifically identified as forward-looking statements. These statements are based upon our estimates and anticipation of future events and are subject to significant risks, assumptions and uncertainties that could cause actual results to differ materially from the expected results described in the forward-looking statements. Forward-looking statements are identified by words such as, but not limited to, “anticipate,” “believe,” “estimate,” “expect,” “hope,” “hopeful,” “intend,” “likely,” “may,” “optimistic,” “possible,” “potential,” “preliminary,” “project,” “should,” “will,” and other analogous expressions.
Although it is not possible to identify all of these risks and factors, they include, among others, the following: inadequate loss reserves to cover the Company's actual losses; inherent uncertainty of models resulting in actual losses that are materially different than the Company's estimates; adverse economic factors; a decline in the Company's financial strength rating; loss of one or more key executives; loss of a group of agents or brokers that generate significant portions of the Company's business; failure of any of the loss limitations or exclusions the Company employs, or change in other claims or coverage issues; adverse performance of the Company's investment portfolio; adverse market conditions that affect its excess and surplus lines insurance operations; and other risks described in the Company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this release and the Company does not undertake and specifically declines any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.