| | | | | |
| 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): May 25, 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
(17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act
(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 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 re-elected Kedrick D. Adkins, Jr. CPA, Bruce D. Angiolillo, JD, Maye Head Frei, and Scott C. Syphax to our Board of Directors during the Annual Meeting of Stockholders on May 24, 2022. Bruce D. Angiolillo was elected by the board to serve as Independent Chair.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS
At the Annual Meeting of Stockholders of ProAssurance, held on May 25, 2021, our shareholders voted on three proposals with the following outcomes:
(a) Kedrick D. Adkins, Jr. CPA, Bruce D. Angiolillo, JD, Maye Head Frei, and Scott C. Syphax were re-elected to the Board and each will serve a three-year term ending at the Annual Meeting of Shareholders in 2025 and until their successors are elected and qualified. Voting was as follows:
| | | | | | | | |
| FOR | WITHHELD |
| Kedrick D. Adkins Jr., CPA | 44,979,612 | 1,124,157 |
| Bruce D. Angiolillo, JD | 44,671,090 | 1,432,679 |
| Maye Head Frei | 44,961,390 | 1,142,379 |
| Scott C. Syphax | 45,066,048 | 1,037,721 |
(b) The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2022 was ratified by the following vote:
| | | | | | | | |
| FOR | AGAINST | ABSTAIN |
| 48,735,751 | 581,270 | 10,297 |
(c) The 2021 compensation of our named executive officers was approved, on an advisory basis, by the following vote:
| | | | | | | | |
| FOR | AGAINST | ABSTAIN |
| 44,731,038 | 1,313,882 | 58,849 |
There were a total of 3,223,549 broker non-votes on matters (a) and (c).
ITEM 7.01 REGULATION FD DISCLOSURES
On May 24, 2022, we issued a news release reporting the result of our stockholder meeting as described in Items 5.02 and 5.07, and the declaration of a quarterly dividend as described in Item 8.01. We have included the release in this Current Report on Form 8-K as Exhibit 99.1.
ITEM 8.01 OTHER EVENTS
On May 24, 2022, our Board of Directors declared a regular dividend of $0.05 per common share payable on June 29, 2022 to shareholders of record as of June 15, 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
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: May 25, 2022
| | |
| PROASSURANCE CORPORATION |
| by: /s/ Jeffrey P. Lisenby |
| ----------------------------------------------------- |
Jeffrey P. Lisenby
General Counsel |
