8-K
Proassurance Corp (PRA)
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| UNITED STATES | |||||||
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| 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): May 20, 2020 | |||||||
| 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 | |
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| (Address of Principal Executive Office ) | (Zip code) | 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 <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. ¨ |
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
As reported in Item 5.07 (below), and incorporated into this Item 5.02 by reference, our stockholders overwhelmingly re-elected Samuel A. Di Piazza, Jr., Robert E. Flowers, M.D., Edward L. Rand, Jr., and Katisha T. Vance, M.D., to our Board of Directors during the Annual Meeting of Stockholders on May 20, 2020.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of ProAssurance Corporation, held on May 20, 2020, our shareholders voted on three proposals with the following outcomes:
(a) Samuel A. Di Piazza, Jr., Edward L. Rand, Jr., and Katisha T. Vance, M.D., were re-elected to the Board and each will serve a three-year term ending at the Annual Meeting of Shareholders in 2023 and until their successors are elected and qualified. Robert E. Flowers, M.D was re-elected to the Board and will serve a one-year term ending at the Annual Meeting of Shareholders in 2021, at which time he will retire. Voting was as follows:
| FOR | WITHHELD | |
|---|---|---|
| Samuel A. Di Piazza, Jr. | 44,978,457 | 346,898 |
| Robert. E. Flowers, M.D. | 43,363,365 | 1,961,990 |
| Edward L. Rand, Jr. | 44,976,443 | 348,912 |
| Katisha T. Vance, M.D. | 44,712,903 | 612,452 |
(b) The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year-ending December 31, 2020 was ratified by the following vote:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 48,451,674 | 1,109,539 | 7,801 |
(c) The 2019 compensation of our named executive officers was approved, on an advisory basis, by the following vote:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 39,139,618 | 5,860,484 | 325,253 |
There were a total of 4,243,659 broker non-votes on matters (a) and (c).
ITEM 7.01 REGULATION FD DISCLOSURE
On May 20, 2020, we issued news releases reporting the result of our shareholder meeting as described in Items 5.02 and 5.07. We have included the release in this Current Report on Form 8-K as exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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The information we are furnishing under Items 7.01 and 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: May 20, 2020
| PROASSURANCE CORPORATION |
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| by: /s/ Jeffrey P. Lisenby |
| ----------------------------------------------------- |
| Jeffrey P. Lisenby<br><br>General Counsel |
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Exhibit
| NEWS RELEASE<br><br>For More Information:<br><br>Ken McEwen<br><br>Manager, Investor Relations<br><br>800-282-6242 • 205-439-7903 • KenMcEwen@ProAssurance.com |
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ProAssurance Announces Results from 2020 Annual Meeting of Shareholders
BIRMINGHAM, AL – (BUSINESSWIRE) – May 20, 2020 – Shareholders of ProAssurance Corporation (NYSE:PRA), acting at today's Annual Meeting of Shareholders, cast approximately 98% of their votes to re-elect Samuel A. Di Piazza, Jr., C.P.A., Edward L. Rand, Jr., and Katisha Vance, M.D., to our Board, with each receiving over 98% of the votes cast by shareholders. They will serve a three-year term ending at the Annual Meeting of Shareholders in 2023. Shareholders also voted approximately 95% of their shares to re-elect Robert E. Flowers, M.D., to our Board, to serve a one-year term ending at the Annual Meeting of Shareholders in 2021, at which time he will retire.
Acting on matters related to compensation, our shareholders cast approximately 87% of their votes to approve, on an advisory basis, the compensation of our named executive officers for 2019. The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2020 was approved by more than 97% of the votes cast by shareholders.
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. The Company is recognized as one of the top performing insurance companies in America by virtue of our inclusion in the Ward’s 50 for thirteen straight years. ProAssurance 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
Statements in this news release that are not historical fact or that convey our view of future business, events or trends are specifically identified as forward-looking statements. Forward-looking statements are based upon our estimates and anticipation of future events and highlight certain risks and uncertainties that could cause actual results to vary materially from our expected results. We expressly claim the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, for any forward-looking statements in this news release. Forward-looking statements represent our outlook only as of the date of this news release. Except as required by law or regulation, we do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
There are a number of risk factors that may cause outcomes that differ from our expectations or projections. These are described in detail in various documents filed by ProAssurance Corporation with the Securities and Exchange Commission, such as current reports on Form 8-K, and regular reports on Forms 10-Q and 10-K, particularly in “Item 1A, Risk Factors.”