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): May 5, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 5, 2020, the Board of Directors (the “Board”) of Protective Insurance Corporation (the “Company”) adopted and approved amendments to the Company’s Code of By-Laws as recommended to the Board by the Special Committee (as defined below), which became effective immediately. Pursuant to the amendments:
| ● | Section 3.1 was revised to provide that no annual meeting of the shareholders may occur sooner than the date that is 335 days after the prior year’s annual meeting; |
| ● | Section 3.2 was revised to provide that special meetings of shareholders may only be called by the Board, and only such business as is specified in the notice of any special meeting of the shareholders shall come before such meeting; and |
| ● | Section 7.1 was revised to provide that Section 3.1, Section 3.2 and the newly added sentence to Section 7.1 of the Code of By-Laws may only be amended, altered, changed, adopted and repealed by an affirmative vote of at least two-thirds of the full Board. |
The foregoing summary of the amendments to the Code of By-Laws is qualified by reference to the full text of the Code of By-Laws, as amended, a copy of which is filed herewith as Exhibit 3.2 and incorporated herein by reference. In addition, a marked copy of the Code of By-Laws, showing all amendments approved on May 5, 2020, is attached as Exhibit 3.2.1.
Item 8.01 Other Events.
On May 5, 2020, the Company issued a press release announcing the formation of a special committee (the “Special Committee”) of its Board to evaluate a Stockholder Support and Contingent Sale Agreement entered into by and among certain prospective third party purchasers, certain of the Company’s shareholders and the other parties thereto. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | |
| | Code of By-Laws of Protective Insurance Corporation, as amended through May 5, 2020 | |
| | Code of By-Laws of Protective Insurance Corporation, showing all changes approved on May 5, 2020 | |
| | Protective Insurance Corporation press release dated May 5, 2020 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PROTECTIVE INSURANCE CORPORATION
By: /s/ Jeremy D. Edgecliffe-Johnson____
Name: Jeremy D. Edgecliffe-Johnson
Title: Chief Executive Officer
May 5, 2020
