Protective Life Corporation (NYSE:PL) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On February25, 2019, Protective Life Corporation (the “Company”) dismissed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm. The Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) participated in and approved the decision to change the Company’s independent registered public accounting firm. Such dismissal will become effective upon completion by PwC of its procedures on the financial statements of the Company as of and for the year ended December31, 2018 and the filing of the related Annual Report on Form10-K (the “2018 Form10-K”).

The reports of PwC on the Company’s financial statements for the fiscal years ended December31, 2017 and 2016 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the fiscal years ended December31, 2018 and 2017 and the subsequent interim period through February25, 2019, there were no disagreements (within the meaning of Item 304(a)(1)(iv)of Regulation S-K and the related instructions to Item 304) with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused PwC to make reference thereto in its reports on the Company’s financial statements for such years. During the fiscal years ended December31, 2018 and 2017 and the subsequent interim period through February25, 2019, there were no reportable events (as that term is defined in Item 304(a)(1)(v)of Regulation S-K).

The Company requested that PwC furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not PwC agrees with the above statements. A copy of such letter, dated March1, 2019, is filed as Exhibit16.1 to this Form8-K.

(b) Engagement of new Independent Registered Public Accounting Firm

On February25, 2019, the Audit Committee approved the engagement of KPMG LLP (“KPMG”) as the Company’s new independent registered public accounting firm. Such engagement will become effective immediately following the filing of the 2018 Form10-K.

During the fiscal years ended December31, 2018 and 2017 and the subsequent interim period through February25, 2019, neither the Company nor anyone acting on its behalf consulted with KPMG regarding (i)the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; (ii)any matter that was the subject of a disagreement (within the meaning of Item 304(a)(1)(iv)of Regulation S-K and the related instructions to Item 304); or (iii)any reportable event (as that term is defined in Item 304(a)(1)(v)of Regulation S-K).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February25, 2019, the Board amended and restated the Bylaws of the Company (as amended, the “Amended and Restated Bylaws”), effective immediately upon approval by the Board. The following changes were made to Section3.7 and Section3.12 of the Company’s amended and restated Bylaws previously in effect (the “Prior Bylaws”):

· The amendment to Section3.7 provides that notice of a special meeting of the Board shall be given: (i)if mailed, postage prepaid, at least seven days before such meeting; (ii)if by overnight courier for domestic delivery, to the overnight courier service at least two days before such meeting; and (iii)if by international delivery, to the international express delivery service at least three days before such meeting. Section3.7 of the Prior Bylaws had provided that notice of a special meeting of the Board would be given: (i)if mailed, postage prepaid, at least three days before such meeting; and (ii)if by overnight courier, to the overnight courier service at least two days before such meeting. Additionally, Section3.7 of the Prior Bylaws did not distinguish between international and domestic delivery.

· The amendment to Section3.12 added a requirement that notice of meetings of committees of the Board be provided to each director to Article9 of the bylaws and further provided that such notice be given (i)if mailed, postage prepaid, at least seven days before such meeting; (ii)if by overnight courier for domestic delivery, to the overnight courier service at least two days before such meeting; (iii)if by international delivery, to the international express delivery service at least three days before such meeting; and (iv)if personally or by electronic transmission, at least 24 hours before the time of the meeting. Section3.12 of the Prior Bylaws required ten days’ notice of committee meetings and did not distinguish among potential methods of delivery.