ProAssurance Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$PRA
Property-Casualty Insurers
Finance
UNITED STATES | |||||
SECURITIES AND EXCHANGE COMMISSION | |||||
Washington, D.C. 20549 | |||||
FORM | |||||
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 22, 2024 | |||||
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(Exact name of registrant as specified in its charter) | |||||
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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 elected Bruce D. Angiolillo, J.D., Richard J. Bielen, C.P.A. (new member of the board), Samuel A. DiPiazza, Jr., C.P.A., and Staci M. Pierce, J.D. (new member of the board) to our Board of Directors during the Annual Meeting of Stockholders on May 22, 2024. In addition, M. James Gorrie, Ziad R. Haydar, M.D., Frank A. Spinosa, D.P.M., and Thomas A. S. Wilson, Jr., M.D., each of whom had served at least nine years on the board, did not stand for re-election and the board has been reduced in size from 12 directors to 10 directors
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS
At the Annual Meeting of Stockholders of ProAssurance, held on May 22, 2023, our shareholders voted on three proposals with the following outcomes:
a)Bruce D. Angiolillo, J.D., Richard J. Bielen, C.P.A. (new to board), Samuel A. DiPiazza, Jr., C.P.A., and Staci M. Pierce, J.D. (new to board) were elected to the Board and each will serve a three-year term ending at the Annual Meeting of Shareholders in 2027 and until their successors are elected and qualified. Voting was as follows:
| FOR | WITHHELD | |||||||
Bruce D. Angiolillo, J.D. | 38,451,274 | 4,360,259 | ||||||
Richard J. Bielen, C.P.A. | 38,759,735 | 4,051,798 | ||||||
Samuel A. DiPiazza, Jr., C.P.A. | 38,462,732 | 4,348,801 | ||||||
Staci M. Pierce, J.D. | 38,715,447 | 4,096,086 | ||||||
b)The ProAssurance Corporation 2024 Equity Incentive Plan was approved by the following vote:
| FOR | AGAINST | ABSTAIN | ||||||
| 41,366,281 | 1,383,623 | 61,629 | ||||||
c)The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2024 was ratified by the following vote:
| FOR | AGAINST | ABSTAIN | ||||||
| 45,198,387 | 541,326 | 32,912 | ||||||
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d)The 2023 compensation of our named executive officers was approved, on an advisory basis, by the following vote:
| FOR | AGAINST | ABSTAIN | ||||||
| 36,404,470 | 6,348,151 | 58,912 | ||||||
There were a total of 2,961,092 broker non-votes on matters (b) and (d).
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 22, 2024
| PROASSURANCE CORPORATION | ||
| by: /s/ Jeffrey P. Lisenby | ||
| ----------------------------------------------------- | ||
| Jeffrey P. Lisenby General Counsel | ||
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