UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 6, 2020
Protective Insurance Corporation
(Exact Name of Registrant as Specified in Charter)
| | | | | |
Indiana | | 0-5534 | | 35-0160330 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
111 Congressional Boulevard, Carmel IN
| | 46032 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code 317-636-9800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
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| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(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 | |
| | | Class A Common Stock, No Par Value | PTVCA | The Nasdaq Stock Market LLC | |
| | | Class B Common Stock, No Par Value | PTVCB | The Nasdaq Stock Market LLC | |
Indicate by check mark whether the registrant is an emerging growth company 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 March 6, 2020, the Compensation and Human Capital Committee of Protective Insurance Corporation approved a discretionary bonus for Mr. Jeremy D. Edgecliffe-Johnson in recognition of his performance as Chief Executive Officer since his appointment in May 2019. The bonus was paid in the form of 20,729 restricted shares of the Company’s Class B common stock granted to Mr. Edgecliffe-Johnson on March 6, 2020, and one-third of such shares will vest annually over the three-year period beginning one year from the date of grant.
SIGNATURES
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.
PROTECTIVE INSURANCE CORPORATION
March 12, 2020 By: /s/ Jeremy D. Edgecliffe-Johnson
Jeremy D. Edgecliffe-Johnson,
Chief Executive Officer
