ProAssurance Corporation (NYSE:PRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ProAssurance Corporation (NYSE:PRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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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 overwhelmingly elected
Katisha T. Vance, M.D. to our Board, and also overwhelmingly
re-elected > Samuel A. Di Piazza, Jr. and Robert E. Flowers,
M.D. to our Board of Directors during the Annual Meeting of
Stockholders on May 31, 2017. As we previously announced in our
Current Report on
Form 8-K, dated April 17, 2017, Dr. Vance was nominated to fill
the vacancy created when Ann F. Putallaz became ineligible to
stand for re-election due to age-related provisions in our
By-Laws.
Item 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders of ProAssurance
Corporation, held on May 31, 2017, our stockholders voted on four
proposals with the following outcomes:
(a)
Katisha T. Vance, M.D. was elected to the Board, and Samuel
A. Di Piazza, Jr. and> Robert E. Flowers, M.D. Each will
serve a three-year term ending at the Annual Meeting of
Stockholders in 2020 and until their successors are elected
and qualified. Voting was as follows:
For
Withheld
Samuel A. Di Piazza, Jr.
42,292,437
466,696
Robert E. Flowers, M.D.
41,767,145
991,988
Katisha T. Vance, M.D.
41,172,098
1,587,035
(b)
The selection of Ernst Young, LLP as our independent
auditing firm for the fiscal year-ending December 31, 2017
was ratified by the following vote:
For
Against
Abstain
47,482,405
439,464
54,066
(c) The 2016 compensation of our named executive officers was
approved, on an advisory basis, by the following vote:
For
Against
Abstain
42,145,425
424,622
189,086
>(d) Stockholders approved a yearly advisory vote on the
compensation of our named executive officers, by the following
vote:
Yearly
Every Two Years
Every Three Years
Abstain
34,974,723
401,382
7,306,916
76,112
There were a total of 5,216,802 broker non-votes on matters (a)
and (c).
Item 7.01
REGULATION FD DISCLOSURE
At its meeting on May 31, 2017, Our Board of Directors extended
the contract of our Chairman and Chief Executive Officer, W.
Stancil Starnes, through May 31, 2020 with no change in terms or
conditions from those previously disclosed.
On May 31, 2017, we issued news releases reporting the result of
our shareholder meeting as described in Items 5.02 and 5.07 and
the declaration of a regular quarterly dividend as described in
Item 8.01. We have included these releases in this Current Report
on Form 8K as exhibits 99.1 and 99.2.
Item 8.01
OTHER EVENTS
Declaration of Dividend
On May 31, 2017, our Board of Directors declared a quarterly
dividend of $0.31 per common share. The record date for the
dividend is June 27, 2017 and the payment date is July 12,
2017. Our Board of Directors anticipates a total annual
dividend of $1.24 per share, to be paid in equal quarterly
installments. However, any decision to pay future cash
dividends will be subject to the Boards final determination
after a comprehensive review of the companys financial
performance, future expectations and other factors deemed
relevant by the Board.
Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS
99.1 Our news release, dated May 31, 2017, announcing the
declaration of a quarterly cash dividend by our Board at their
meeting on May 31, 2017.
99.2 Our news release, dated May 31, 2017 announcing the
results of voting at the 2017 Annual Meeting of Stockholders.
We are furnishing Exhibits 99.1 99.2 to this Current Report on
Form 8-K in support of Items 7.01 and 8.01. These exhibits
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.


About ProAssurance Corporation (NYSE:PRA)

ProAssurance Corporation is a holding company for property and casualty insurance companies. The Company provides professional liability insurance for healthcare professionals and facilities, professional liability insurance for attorneys, liability insurance for medical technology and life sciences risks, and workers’ compensation insurance. It operates in four segments: Specialty property and casualty, which includes its professional liability business, and medical technology and life sciences business; Workers’ compensation, which includes its workers’ compensation business, which it provides for employers, groups and associations; Lloyd’s syndicate, which includes operating results from its participation in Lloyd’s Syndicate 1729, and Corporate. In addition, the Company is also a provider for Lloyd’s of London Syndicate 1729, which writes a range of property and casualty insurance, and reinsurance lines.

ProAssurance Corporation (NYSE:PRA) Recent Trading Information

ProAssurance Corporation (NYSE:PRA) closed its last trading session up +0.40 at 59.55 with 79,949 shares trading hands.

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