ProAssurance Corp. Files 8-K with Board and Compensation Updates
Ticker: PRA · Form: 8-K · Filed: Apr 11, 2024 · CIK: 1127703
| Field | Detail |
|---|---|
| Company | Proassurance Corp (PRA) |
| Form Type | 8-K |
| Filed Date | Apr 11, 2024 |
| Risk Level | low |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, executive-compensation, disclosure
Related Tickers: PRA
TL;DR
ProAssurance filed an 8-K detailing board changes and executive pay. Nothing major, just standard corporate housekeeping.
AI Summary
On April 11, 2024, ProAssurance Corp. announced changes in its board of directors and executive compensation arrangements. The company also disclosed information regarding the submission of matters to a vote of security holders and provided financial statements and exhibits. These filings are part of ProAssurance's ongoing reporting obligations under the Securities Exchange Act of 1934.
Why It Matters
This filing provides insights into ProAssurance's corporate governance and executive compensation, which can influence investor confidence and strategic direction.
Risk Assessment
Risk Level: low — The filing primarily concerns routine corporate governance and disclosure matters, with no immediate indication of significant financial distress or operational disruption.
Key Players & Entities
- PROASSURANCE CORP (company) — Registrant
- Delaware (jurisdiction) — State of Incorporation
- April 11, 2024 (date) — Date of Report
FAQ
What specific changes were made to the board of directors?
The filing indicates changes in directors and the election of new directors, but the specific names and details of these changes are not provided in the excerpt.
What are the key items reported in this 8-K filing?
The filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements of certain officers, submission of matters to a vote of security holders, Regulation FD disclosure, and financial statements and exhibits.
What is the principal executive office address for ProAssurance Corp?
The principal executive office is located at 100 Brookwood Place, Birmingham, AL 35209.
What is ProAssurance Corp's IRS Employer I.D. No.?
The IRS Employer I.D. No. for ProAssurance Corp. is 63-1261433.
Under which section of the Securities Exchange Act of 1934 is this report filed?
This report is filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Filing Stats: 775 words · 3 min read · ~3 pages · Grade level 9.7 · Accepted 2024-04-11 17:26:08
Key Financial Figures
- $0.01 — ich registered Common Stock, par value $0.01 per share PRA New York Stock Exchange
Filing Documents
- pra-20240411.htm (8-K) — 37KB
- pra-20240411_g1.jpg (GRAPHIC) — 203KB
- 0001875246-24-000017.txt ( ) — 635KB
- pra-20240411.xsd (EX-101.SCH) — 2KB
- pra-20240411_lab.xml (EX-101.LAB) — 21KB
- pra-20240411_pre.xml (EX-101.PRE) — 12KB
- pra-20240411_htm.xml (XML) — 3KB
07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS At the Annual Meeting of Stockholders of ProAssurance, held on May 24, 2023, our shareholders voted on three proposals with the following outcomes: (a) Samuel L. Di Piazza, Jr. CPA, Fabiola Cobarrubias, MD, Edward L. Rand, Jr., and Katisha T. Vance, MD were re-elected to the Board and each will serve a three-year term ending at the Annual Meeting of Shareholders in 2026 and until their successors are elected and qualified. Voting was as follows: FOR WITHHELD Samuel L. Di Piazza, Jr., CPA 44,807,267 808,679 Fabiola Cobarrubias, MD 45,081,530 534,416 Edward L. Rand, Jr. 45,027,712 588,234 Katisha T. Vance, MD 38,234,810 7,381,136 (b) The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2023 was ratified by the following vote: FOR AGAINST ABSTAIN 48,146,702 706,252 15,472 (c) The 2022 compensation of our named executive officers was approved, on an advisory basis, by the following vote: FOR AGAINST ABSTAIN 42,925,775 2,636,199 53,972 (d) The advisory vote to determine the frequency of executive compensation was as follows: 1 YEAR 2 YEARS 3 YEARS ABSTAIN 42,962,914 33,073 2,594,954 25,005 There were a total of 3,223,549 broker non-votes on matters (a) and (c). 2
01 REGULATION FD DISCLOSURES
ITEM 7.01 REGULATION FD DISCLOSURES On May 26, 2023, we issued a news release reporting the result of our stockholder meeting as described in Items 5.02 and 5.07. We have included the release in this Current Report on Form 8-K as Exhibit 99.1.
01 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 99.1 News release issued May 26, 2023 disclosing the results of the Annual Shareholder Meeting We are furnishing Exhibit 99.1 to this Current Report on Form 8-K in accordance with Item 7.01, Regulation FD Disclosure. This exhibit 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. 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: April 11, 2024 PROASSURANCE CORPORATION by: /s/ Jeffrey P. Lisenby ----------------------------------------------------- Jeffrey P. Lisenby General Counsel 3