ProAssurance Corp Files Proxy Materials

TL;DR

PRO files proxy docs, no fee. Shareholders vote soon.

AI Summary

ProAssurance Corporation filed definitive additional materials on May 6, 2024, related to its proxy statement. The filing indicates no fee was required for this submission, which is an amendment to a previous filing under the 1934 Act.

Why It Matters

This filing provides updated information to shareholders regarding ProAssurance Corporation's corporate governance and voting matters, which is crucial for shareholder participation in company decisions.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement amendment and does not contain information that suggests immediate financial or operational risks.

Key Players & Entities

• PROASSURANCE CORP (company) — Registrant
• 0001127703 (company) — Central Index Key
• 2058774400 (company) — Business Phone
• 100 BROOKWOOD PLACE (company) — Business Street
• BIRMINGHAM (company) — Business City
• AL (company) — Business State
• 35209 (company) — Business Zip
• DE (company) — State of Incorporation
• 1231 (company) — Fiscal Year End
• 001-16533 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — er of shares of common stock, par value $0.01 per share, of the Company (the "Common

Filing Documents

• a2023proxyrevisions.htm (DEFA14A) — 66KB
• 0001875246-24-000030.txt ( ) — 67KB

From the Filing

Document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT No. 1) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box Preliminary proxy statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive proxy statement Definitive additional materials Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 ProAssurance Corporation (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 The filing fee of $ was calculated on the basis of the information that follows (1) Title of each class of securities to which transaction applies (2) Aggregate number of securities to which transaction applies (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) (4) Proposed maximum Aggregate value of transaction (5) Total fee paid Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid (2) Form, Schedule or Registration Statement No. (3) Filing Party (4) Date Filed 1 EXPLANATORY NOTE On April 12, 2024, ProAssurance Corporation ("ProAssurance," "we," "us," "our," and the "Company") filed with the Securities and Exchange Commission its definitive proxy statement (the "Proxy Statement") for the Company's 2024 Annual Meeting of Stockholders to be held 900 am, Central Daylight Time on May 22, 2024 (the "Annual Meeting"). The purpose of this proxy supplement ("Supplement") is to correct certain inadvertent errors included in the Proxy Statement, as described below. The Company urges you to read the Proxy Statement and this Supplement in their entirety. Except as specifically supplemented or amended by the information contained herein, all information set forth in the Proxy Statement remains unchanged. Outstanding Shares In the Proxy Statement, the Company inadvertently reported the incorrect number of shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") outstanding as of the close of business on March 25, 2024, the record date for the Annual Meeting (the "Record Date"), to be 63,260,704 shares. The correct number of shares of Common Stock outstanding was 63,178,556 shares. The Proxy Statement also inadvertently reported the incorrect number of treasury shares that cannot be voted at the meeting to be 9,192,209 shares as of the close of business on the Record Date. The correct number of treasury shares was 12,606,968 shares. DIRECTOR COMPENSATION (During Last Completed Fiscal Year) Name Fees Earned or Paid in Cash Stock Awards ($) NonEquity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings All Other Compensation ($) Total ($) Kedrick D. Adkins Jr 108,333 — — — — 108,333 Bruce D. Angiolillo 180,000 — — — — 180,000 Fabiola Cobarrubias 100,208 — — — — 100,208 Samuel A. Di Piazza 92,500 — — — — 92,500 Maye Head Frei 92,250 — — — — 92,250 M. James Gorrie 86,667 — — — — 86,667 Ziad R. Haydar 80,000 — — — — 80,000 Frank A. Spinosa 86,667 — — — — 86,667 Scott C. Syphax 86,667 — — — — 86,667 Katisha T. Vance 90,000 — — — — 90,000 Thomas A. S. Wilson, Jr. 86,667 — — — — 86,667 BENEFICIAL OWNERSHIP OF OUR COMMON STOCK The following table sets forth, as of March 25, 2024, information regarding the ownership of Common Stock by our executive officers named in the Summary Compensation Table under "Executive Compensation," which we refer to as the "Named Executive Officers" our directors and director nominees and all of our directors and executive officers as a group. 1 Stockholders Amount Nature of Beneficial Percent of Class Directors Kedrick D. Adkins Jr. 14,901 * Bruce D. Angiolillo 17,563 * Fabiola Cobarrubias 7,095 * Samuel A. Di Piazza, Jr. 26,892 * Maye Head Frei 13,209 * M. James Gorrie 29,009 * Ziad R. Haydar 22,423 * Edward L. Rand, Jr. (2) 169,422 * Frank A. Spinosa 24,232 * Scott C. Syphax 7,095 * Katisha T. Vance 16,070 * Thomas A. S. Wilson, Jr. 27,009 * Director Nominees Richard J. Bielen — * Staci M. Pierce — * Other Named Executive Officers Dana S. Hendricks 23,956 * Jeffrey P. Lisenby 76,621 * Kevin M. Shook 31,732 *

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View this DEFA14A filing on SEC EDGAR