In accordance with the rules of the Securities and Exchange Commission (the "SEC"“SEC”), in addition to mailing a full set of the proxy materials to our shareholders, we are also providing access to itsour proxy materials on a publicly accessible website.  The notice of annual meeting of shareholders, Proxy Statement, form of proxy card and Annual Report on Form 10-K for the year ended December 31, 20172018 are available at www.baldwinandlyons.com.http://ir.protectiveinsurance.com.  The mailing address of our principal office is 111 Congressional Boulevard, Carmel, IN 46032.

Any proxy may be revoked by the person giving it at any time before it is voted by delivering to our Corporate Secretary at our principal office a written notice of revocation or a duly executed proxy bearing a later date.  Shares represented by a proxy, properly executed and returned to us, and not revoked, will be voted at the Annual Meeting.

The close of business on March 19, 2018,18, 2019 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.  As of March 19, 2018,18, 2019, we had 2,623,1092,615,339 shares of Class A common stock outstanding and entitled to vote.  Each share of Class A common stock is entitled to one vote.  The vote can be exercised in person or by proxy.  We have no other outstanding securities entitled to vote.  There will be no cumulative voting for the election of directors.

Shares of Class B common stock are not voting shares and therefore proxies are not being solicited inwith regard to the Class B shares.

In order to constitute a quorum for the Annual Meeting, a majority of the votes entitled to be cast at the Annual Meeting must be present either in person or by proxy.  Abstentions and broker non-votes will be considered as present for determining a quorum.

All expenses of the solicitation of proxies will be paid by us.  Our officers, directors or other employees, acting without additional compensation, may solicit proxies by telephone or by special calls.  We will also reimburse brokers and other persons holding stock in their names or in the names of their nominees for their expenses in forwarding proxies and proxy materials to the beneficial owners of our stock.

The Board currently consists of fourteennine directors serving one-year terms until the next annual meeting of shareholders and until the director'sdirector’s successor is elected and has qualified.  The Nominating and Governance Committee of the Board has determined not to nominate twoall of our current directors Philip V. Moyles, Jr. and John A. Pigott, for reelection.  The Board has decided to reduce the size of the Board from fourteen to twelve, effective as of the date ofreelection at the Annual Meeting, pursuant to our Code of Bylaws.Meeting.  Based upon the recommendation of the Nominating and Governance Committee, the Board has nominated twelvenine directors to be elected to the Board to hold office until the 20192020 annual meeting of the shareholders and until their respective successors are elected and qualified.

All of the nominees are currently directors.  Each of the nominees for director has consented to being named as a nominee in this Proxy Statement and has indicated a willingness to serve if elected.  However, if any such person is unable or unwilling to accept nomination or election, it is the intention of the persons named in the accompanying proxy card to nominate such other person as director as they may in their discretion determine, in which event the shares will be voted for such other person. If for any reason a nominee should become unable or unwilling to accept nomination or election, the proxy holders intend to vote the proxy for the election of such other person as the Board, upon the recommendation of the Nominating and Governance Committee, may select. Alternatively, the Board may reduce the number of directors to eliminate the vacancy.

The only family relationshipsrelationship between any director nominee or any of our executive officers are thoseis that of Nathan Robert and NortonRobert Shapiro, who are brothers, and Steven Shapiro, who is the son of Nathan Shapiro and nephew of Robert and Norton Shapiro.brothers.  A majority of the nominees are independent directors within the meaning of applicable Nasdaq Stock Market LLC ("Nasdaq"(“Nasdaq”) listing standards, as noted in the table on page 7.10.  There are no arrangements between any director nominee and any other person in connection with being selected to serve on the Board.

The following summaries set forth the name and age of each director and nominee, all offices held with us, the nominee'snominee’s principal occupation, a brief account of his or her business experience during the past five years, including other public company directorships, as well as the key qualifications, experiences, attributes or skills that led to the conclusion that he or she should serve as a director.

Mr. Bensinger has served as one of our directors since February 2018. Mr. Bensinger has served as a Partner and Senior Advisor with TigerRisk Partners LLC, a privately held firm providing advisory services to the insurance industry, since October 2015.  He also served as a Senior Managing Director at FTI Consulting in its Global Insurance Services Practice from February 2012 to October 2015.  From January 2010 to June 2011, he worked at The Hanover Insurance Group as Executive Vice President and Chief Financial Officer.  From September 2002 to October 2008, Mr. Bensinger worked at American International Group, Inc. (AIG), where he held a number of senior executive positions, including both Chief Financial Officer and Vice Chairman, Financial Services. Mr. Bensinger has also held senior positions with Combined Specialty Group, Inc. (Aon), Chartwell Re Corporation, Skandia America Corporation and Coopers & Lybrand.  Mr. Bensinger is a Certified Public Accountant and a Certified Global Management Accountant.  He has served as a director of Kinsale Capital Group, Inc. since 20162015 and has served on the board of governors of The Doctors Company since 2014.  We believe Mr. Bensinger's more than 30 years of experience in the insurance industry and his financial and business acumen, which have provided him with significant expertise in our area of business, provide him with the background necessary to serve as an effective Board member. 

Mr. Bilton was appointed as our Lead Director in June 2018.  He served as Chairman and Chief Executive Officer of Aston Asset Management, LLC, a diversified investment management firm from 2006 until his retirement in 2015.  He also served as Chief Executive Officer and President of the Aston Funds, a family of mutual funds and was Chairman of Aston Funds from 2007 to 2013.  Mr. Bilton held executive level positions with ABN AMRO Asset Management (US), Inc. from 2001 until 2006.  We believe Mr. Bilton'sBilton’s extensive experience in investment management and his 31more than 30 years of service as a member of our Board provide him with the background necessary to serve as an effective Board member.

Mr. Frenzel has served as Chairman of Kauffman Engineering, Inc., an Indiana-based manufacturer of electrical equipment, since 2001, and he was formerly Chairman of Symphony Bank in Indianapolis from 2005 until 2008.  We believe Mr. Frenzel'sFrenzel’s extensive experience in banking and corporate management, along with his more than 10 years of service as a member of our Board, provide him with the background necessary to serve as an effective Board member.

Ms. Lowery-Biggers serves as the Chief Executive Officer of Bella Vaughn, Inc., a global diamond and design company.  Previously, she served as President of Field Operations, Senior Vice President and Chief Marketing Officer of The Navigators Group, Inc. from October 2009 until October 2016 and as President of North American Operations at Society of Lloyd's (“Lloyd’s”) from 2008 until 2009.  Prior to joining Lloyd's, Ms. Lowery-Biggers held the positions of Managing Director and National Practice Leader for Risk Management and Financial Products for Wells Fargo Insurance Services and served as Vice-ChairmanVice Chairman of the Wells Fargo Captive, and as the Managing Director and Practice Leader for Enterprise Risk Management, Alternative Risk Finance and Risk Solutions at Marsh and McLennan.  Ms. Lowery-Biggers currently serves as a director of Copper Point Mutual Insurance Co. Inc. and Brown and Riding Insurance, Inc.  We believe Ms. Lowery-Biggers'Lowery-Biggers’ more than 25 years of experience in the insurance industry and her business acumen, which have provided her with significant expertise in our area of business, provide her with the background necessary to serve as an effective Board member. 

Mr. Nichols was appointed as our Interim Chief Executive Officer and Chairman of the Board of Directors in October 2018.  Mr. Nichols served as Chief Executive Officer of AXIS Re, a leading reinsurer to global property and casualty insurance companies, from 2012 until February 2017.  Prior to joining AXIS Re, Mr. Nichols served as President of RenaissanceRe Ventures Ltd. from 2001 until 2010, where he was responsible for business development and management of joint ventures and venture capital business.  Prior to joining RenaissanceRe, Mr. Nichols held various positions with Hartford Steam Boiler and Monarch Capital, and also worked for the accounting firm Matson, Driscoll and& Damico.  Mr. Nichols is also a director of Delaware North Companies and National General Holdings Corp.  We believe Mr. Nichols'Nichols’ more than 20 years of experience in the insurance industry, his service as Interim Chief Executive Officer and Chairman, and his financial and business acumen, which have provided him with significant expertise in our area of business, provide him with the background necessary to serve as an effective Board member. 

Mr. Porcari is the founder and managing partner of Insurance Resources International, LLC (“IRI”), consultants to the autoautomobile insurance industry and companies supporting the insurance industry.  Prior to founding IRI in 2010, Mr. Porcari was President of Personal Lines Claims (US) for American International Group, Inc. (AIG)(“AIG”) from 2002 to 2009.  From 2007 until 2009, Mr. Porcari served in additional functions as both Chair of the Executive Committee of AIG Worldwide Investigative Resources (AIGWIR), the AIG worldwide special investigations organization, and as one of three members of the corporate steering committee for the AIG global claims review.  Prior to joining AIG, Mr. Porcari held various leadership positions with several insurers, including GMAC/Integon, USF&G, Transport Group, and Progressive.Progressive Corporation.  Mr. Porcari is also a director of National Truck Protection, Collision Diagnostic Services, Livegenic, and Homesite Insurance.  We believe Mr. Porcari'sPorcari’s more than 25 years of experience in the insurance industry and his business acumen, which have provided him with significant expertise in our area of business, provide him with the background necessary to serve as an effective Board member. 

Mr. Shapiro served as the President of SF Investments, Inc., a broker/dealer in securities, from 1970 until 2009 and continues to serve as an investment advisor representative affiliated with New Vernon Wealth Management, Inc., successor to SF Investments, Inc.  Since December 1977, Mr. Shapiro has also served as President of New Horizons, Inc., management consultants.  Mr. Shapiro'sShapiro’s extensive experience in investment management, particularly within the property and casualty insurance industry, his management and directorship with other public and private companies and his 3940 years of service as a member of our Board provide him with the background necessary to serve as an effective Board member.

In 2017,2018, each incumbent director attended at least 75 percent of the total number of meetings of the Board and the committees on which he or she serves.served that were held during the period for which he or she was a director or committee member.  In addition to formal meetings, the Board and committees also carry on their business through frequent telephone conversations and informal contacts among their members.  All board members are also expected to attend the annual meeting of shareholders, and all directors elected at the 20172018 annual meeting of shareholders were in attendance.

Current members of the Audit Committee are identified in the table above.  All members of the Audit Committee are independent as defined in both the Nasdaq listing standards and the SEC rules applicable to audit committee members.  The Board has determined that the Chairman of the Audit Committee, John D. Nichols, Jr.David W. Michelson, is an audit committee financial expert, as defined in the SEC rules.

The Audit Committee has a charter, a copy of which may be found in the corporate governance section of our website at www.baldwinandlyons.com.ir.protectiveinsurance.com/govdocs.  The principal duties of the Audit Committee include oversight of our external auditor and financial reporting practices, review of related person transactions, whistleblower compliance, and monitoring our internal audit processes and controls.

All members of the Compensation Committee, as identified in the table on page 7,8, are independent as defined in both the Nasdaq listing standards and the SEC rules applicable to compensation committee members.

The Compensation Committee has a charter, a copy of which may be found in the corporate governance section of the Corporation'sour website at www.baldwinandlyons.com.ir.protectiveinsurance.com/govdocs.  As set forth in the charter, our executive compensation program is administered by the Compensation Committee.  This Committeecommittee also oversees the administration of our employee benefits plans and establishes policies relating to the compensation of executive officers.  The Compensation Committee reviews all aspects of executive compensation and evaluates the performance of our executive officers, including our named executive officers, as set forth on page 15.16.  In addition, the Compensation Committee reviews, manages and administers our annual incentive and stock-based compensation plans.  The Compensation Committee approves which executive officers are to receive equity awards as a portion of their compensation and their aggregate compensation, which determines the number of underlying shares and terms of the equity awards.  For a more detailed description of our executive officer compensation policies and procedures, including the role of management and the Compensation Committee'sCommittee’s compensation consultant in setting executive officer compensation, see the Executive Compensation Discussion and Analysis beginning on page 15.

The Investment Committee sets policy regarding the allocation, quality, risk and duration of our investment portfolios and the positioning of such portfolios in the context of our overall enterprise risk management program.  The Investment Committee has a charter, a copy of which may be found in the corporate governance section of our website at www.baldwinandlyons.com.ir.protectiveinsurance.com/govdocs.  Pursuant to its charter, the Investment Committee assists the Board in reviewing our investment policies, strategies, transactions and performance of the Corporation.performance.  The Investment Committee also assesses the use of various investment strategies to achieve and support our operational goals, approves the hiring of all portfolio investment managers, and evaluates the performance of each investment manager.  The Investment Committee administers our stock repurchase program, which was reinstated in August 2017.  Current members of the Investment Committee are identified in the table on page 7.8.

The Nominating and Governance Committee is responsible for developing and implementing policies and practices relating to corporate governance and assisting the Board in developing criteria for open Board positions and making recommendations to the Board regarding such candidates.  The Committee also makes recommendations to the Board with respect to compensation of non-employee directors.  All current members of the Nominating and Governance Committee, identified in the table on page 7,8, are independent within the meaning of the Nasdaq listing standards.

The Board does not have a statedwritten policy regarding diversity, although, as noted above, diversity is one factor that the Nominating and Governance Committee considers when recommending director nominees to the Board.

Any director candidate nominated by a shareholder, together with any information about the candidate'scandidate’s qualifications, will be evaluated by the Nominating and Governance Committee using the same factors as set forth above.  A shareholder wishing to nominate a candidate for the Board should send a written nomination to our Corporate Secretary at our principal offices.  The nomination should include a detailed resume providing specificity as to the qualifications of the nominee, including, but not limited to, those specified above.  To be considered, a nomination must be received not less than 90 days nor more 120 days prior to the first anniversary of the preceding year'syear’s annual meeting of shareholders.  In the case of the 20192020 annual meeting of shareholders, the deadline is no earlier than January 8, 20192020 and no later than February 7, 2019.2020.  All recommendations must be accompanied by a written consent of the nominee to be nominated for election to our Board of Directors.Board.

The Nominating and Governance Committee recommended each of the nominees included for election in this Proxy Statement.

Mr. Steven Shapiro has served as Executive Chairman of the Board of Directors sincefrom October 2015.2015 until June 2018.  In determining that Mr. Shapiro was the appropriate person to serve in the role of Executive Chairman, the Board relied on several important factors.factors, including Mr. Shapiro has servedShapiro’s service on our Board since 2007 and servedhis service as the Lead Director from 2010 until his appointment as Executive Chairman.  He has played an active role

Upon Mr. Steven Shapiro’s resignation in our strategic planning, and his advice and counsel are beneficial toJune 2018, the Board and to other members of management.

After the rightretirement of the Executive Chairman position in June 2018, the Board retained the flexibility to determine,utilize the Chairman role. In October 2018, in connection with his appointment as Interim Chief Executive Officer, Mr. Nichols was appointed to the future, if combiningadditional role of Chairman of the Board.   Although the roles wouldof Chairman and CEO are currently combined, it is intended that this will cease to be in the best interestcase upon the selection of a permanent CEO.  Mr. Nichols has agreed to continue to serve as Chairman after a permanent CEO candidate is selected to ensure an effective executive transition and allow the Corporation and its shareholders.the permanent CEO to benefit from the continuity of support from Mr. Nichols and the Board.

As a part of its oversight function, the Board monitors how management operates the Corporation, in part via its committee structure.  The Board receives regular updates and reports from management, including from our Chief Risk Officer, allowing the Board to evaluate strategies and consider the risks involved in all of our insurance and investment activities.  The Board has no single risk management committee but, rather, each committee considers risk issues associated with its specific role as discussed in this Proxy Statement.

The Board of Directors has adopted a Code of Business Conduct, which is applicable to all directors, officers at the vice president level and above as well as certain other employees with control over accounting data.  The Code of Business Conduct is available on the Corporation'sour website at www.baldwinandlyons.com.ir.protectiveinsurance.com/govdocs.

No person who served as a member of the Compensation Committee during 20172018 has served as an officer or employee of the Corporation.  No interlocking relationship exists between any member of the Corporation'sour Compensation Committee and any member of the compensation committee of any other company, nor has any such interlocking relationship existed in the past.  Mr. Moyles, who served on the Compensation Committee until May 2018, had a material indirect interest in a related person transaction in accordance withunder Item 404 of Regulation S-K during 2017,2018, as described below.

Through our insurance subsidiaries, we have made investments in limited partnerships in which NV Capital Holdings II, LLC and affiliates ("NVCH"(“NVCH”) serve as general partner and/or investment manager.  Thomas Patrick, Arshad Zakaria,  Nathan Shapiro and Steven Shapiro, along with their family members, each own membership interests in NVCH.  Messrs. Patrick and Zakaria bothMr. Steven Shapiro served as our directorsExecutive Chairman and as a director until May 2017.  Messrs.June 2018, and Mr. Nathan Shapiro is a current director and Steven Shapiro are current directors and are both nomineesa nominee for reelection as directors.a director.  Messrs. Nathan Shapiro and Steven Shapiro, along with their family members, do not have a controlling interest in NVCH.  ThereNVCH, and there is no agreement that these individuals will act in concert with one another with respect to their membership interests in NVCH.  A total of $13,000,000 has been invested in limited partnerships managed by NVCH.  These investments had an aggregate market value of approximately $43,586,000$32,028,000 at December 31, 2017.2018.  During 2017,2018, we incurred an aggregate of $803,000$639,000 in management fees and no performance basedperformance-based fees for management of these limited partnerships.  We have been informed that the fee rates applied to our investment in partnerships managed by NVCH affiliates are the same as, or lower than, the fee rates charged to unaffiliated customers for similar investments.

Protective utilizesWe utilize New Vernon Wealth Management, LLC and affiliates ("NVWM"(“NVWM”), for the management of portions of itsour fixed income and equity security portfolios with a total market value of approximately $24,779,000$17,065,000 at December 31, 2017, and2018, as well as for investment advisory services.  One-third of the membership interests of NVWM are held by NVCH and one-third are held by Mr. Steven Shapiro, along with his family members, and one-third are held by Mr. Zakaria's family members. There is no agreement that these individuals and entities will act in concert with one another with respect to their membership interests in NVWM.  Mr. Steven Shapiro also serves as NVWM'sNVWM’s Manager, Vice President, and Chief Investment Officer.  Fees paid to NVWM for the management of these portfolios and for advice and counseling on our investment portfolios totaled $97,000$103,000 during 2017.2018.  We have been informed that the fee rates applied to our investments managed by NVWM are lower than the fee rates charged to unaffiliated customers for similar investments.

Philip V. Moyles, Jr., a current director who is not a nominee for reelectionserved as a director,one of our directors until May 2018, is the Managing Principal CEO and a directorCEO of Vanbridge Holdings LLC ("Vanbridge"(“Vanbridge”), which is an insurance intermediary, capital advisor, and insurance and reinsurance management firm. Vanbridge was acquired by EPIC Insurance Brokers & Consultants in September 2018.   In 2015, we entered into a consulting agreement with Vanbridge pursuant to which we paypaid Vanbridge an annual consulting fee of $300,000.  We renewed$300,000; this agreement expired in 2017 for a one-year term.October 2018.  In addition, under the terms of an ongoing agency agreement we entered into with Vanbridge in March 2016, Vanbridge serves as an insurance broker that places insurance business with us and earns commissioncommissions on such business placed.business.  In 2017,2018, Vanbridge earned $674,141$193,000 in commissioncommissions from business placed with us pursuant to the agency agreement.  The commission rates paid to Vanbridge under the agency agreement are consistent with the commission rates we pay to similar agents and brokers.  In November 2017, we entered into an arrangement with Vanbridge wherein Vanbridge will serveserved as the broker for insurance company owned life insurance we purchase.purchased.  Vanbridge will earnearned approximately $350,000 uponin 2018 for the placement of the insurance and will beis eligible to earn approximately $38,000 in administration fees from usour policy annually. Vanbridge did not earn any fees related to this arrangement in 2017.

Pursuant to its written charter, the Audit Committee is responsible for the review, approval, and annual ratification of related person transactions.  In accordance with the Audit Committee'sCommittee’s policies and procedures regarding the review of related person transactions, in determining whether to approve or ratify a transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-partythird party under the same or similar circumstances, the extent of the related person'sperson’s interest in the transaction, and our expected benefits from the transaction.  No director is permitted to participate in any discussion or approval of any transaction in which he or she or any family member has a direct or indirect interest, except that the director is required to provide all material information concerning the transaction to the Audit Committee.

The Audit Committee has reviewed and approved each of the transactions set forth above in accordance with its policies and procedures outlined above.

The Board of Directors has appointed Ernst & Young LLP as independent auditor to audit our financial statements for 2018.2019.  Representatives of Ernst & Young LLP are expected to attend the Annual Meeting on May 8, 2018.7, 2019.  They will be provided an opportunity to make a statement should they desire to do so and will be available to respond to appropriate inquiries from the shareholders.  Ernst & Young LLP has acted as our independent auditor since 1970.

Fees for audit services performed by Ernst & Young LLP totaled $1,586,000 for the year ended December 31, 2018 and totaled $1,301,300 for the year ended December 31, 2017 and totaled $1,357,491 for the year ended December 31, 2016.2017.  These totals are inclusive of fees associated with the annual audit, reviews of quarterly reports on Forms 10-Q, statutory audits and loss reserve certifications required by regulatory authorities for each of the insurance company subsidiaries and the review of our internal controls as required by Section 404 of the Sarbanes-Oxley Act.

FeesNo fees for audit-related services were paid to Ernst & Young LLP totaled $4,500 for the yearyears ended December 31, 20172018 and totaled $4,500 for the year ended December 31, 2016, which included certification of certain reports required by regulatory authorities.2017.

No fees were paid to Ernst & Young LLP for tax services in 20172018 and 2016.2017.

No fees were billed by Ernst & Young LLP for professional services rendered during the fiscal years ended December 31, 20172018 and 20162017 other than those specified above.

The Audit Committee pre-approves audit engagement terms and fees prior to the commencement of any audit work, other than that which may be necessary for the independent auditor to prepare the proposed audit approach, scope and fee estimates.  The independent auditor submits a written proposal that details all audit and audit-related services.  Revisions to the written proposal, if necessary, are also submitted in writing.  Audit fees, including the internal control attestation required by the Sarbanes-Oxley Act, are fixed and contained in the proposal.  We received a proposal for the audit engagement for 20172018 and the Audit Committee reviewed the nature and dollar value of services provided under the engagement.  Future revisions, if any, will be reviewed and pre-approved by the Audit Committee.

All services described above under the captions "Audit Fees", "Audit-Related Fees" and "Tax Fees"“Audit Fees” were pre-approved by the Audit Committee pursuant to SEC Regulation S-X, Rule 2-01(c)(7)(i).

In accordance with its written charter adopted by the Board of Directors, the Audit Committee assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity ofresponsibilities to oversee the accounting, auditing and financial reporting practices of the Corporation.  During calendar year 2017,2018, the Audit Committee conducted five (5) regular formal meetings and one (1) special meeting.six (6) meetings.  The full Audit Committee discussed and reviewed the interim financial information contained in the Corporation'sCorporation’s Quarterly Reports on Form 10-Q with the CEO, the CFOmanagement and the independent auditor prior to filing with the Securities and Exchange Commission.

The Audit Committee has reviewed ourand discussed the Corporation’s audited financial statements as of and for the year ended December 31, 2017,2018 with management and the independent auditor.  Management has the responsibility for the preparation of ourthe Corporation’s financial statements and the independent auditor has the responsibility for the examination of those statements.

Based on the above-mentioned review and discussions with management and the independent auditor, the Audit Committee recommended to the Board that the Corporation'sCorporation’s audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2017,2018 for filing with the Securities and Exchange Commission.  The Audit Committee also recommended the reappointment, subject to shareholder approval, of the Corporation’s independent auditor, Ernst & Young LLP, and the Board concurred in the recommendation.