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 21, 2025 | |||||
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| Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
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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 Samuel A. DiPiazza, Jr., C.P.A., Maye Head Frei, and Scott C. Syphax to our Board of Directors during the Annual Meeting of Stockholders on May 21, 2025. In addition, Kedrick D. Adkins, C.P.A., who had served on the Board for seven years, did not stand for re-election and the Board has been reduced in size from 10 directors to nine directors.
At the regularly scheduled meeting of the Board of Directors following the Annual Meeting of Stockholders, the Board appointed Richard J. Bielen, C.P.A., as chairman of the Audit Committee, succeeding Kedrick D. Adkins. Mr. DiPiazza will also serve as a member of the committee. Both Mr. Bielen and Mr DiPiazza have been designated as financial experts by the Board. The changes are effective immediately.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS
At the Annual Meeting of Stockholders of ProAssurance, held on May 21, 2025, our shareholders voted on three proposals with the following outcomes:
a)Samuel A. DiPiazza, Jr., C.P.A., Maye Head Frei, and Scott C. Syphax were elected to the Board and each will serve a three-year term ending at the Annual Meeting of Stockholders in 2028 and until their successors are elected and qualified. Voting was as follows:
| FOR | WITHHELD | |||||||
Samuel A. DiPiazza, Jr., C.P.A. | 38,489,031 | 1,780,732 | ||||||
Maye Head Frei | 38,381,452 | 1,888,311 | ||||||
Scott C. Syphax | 38,005,539 | 2,264,224 | ||||||
b)The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2025, was ratified by the following vote:
| FOR | AGAINST | ABSTAIN | ||||||
| 44,465,822 | 477,944 | 17,010 | ||||||
c)The 2024 compensation of our named executive officers was approved, on an advisory basis, by the following vote:
| FOR | AGAINST | ABSTAIN | ||||||
| 38,143,958 | 2,085,964 | 39,841 | ||||||
There were a total of 4,691,013 broker non-votes on matter (c).
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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 21, 2025
| PROASSURANCE CORPORATION | ||
| by: /s/ Jeffrey P. Lisenby | ||
| ----------------------------------------------------- | ||
| Jeffrey P. Lisenby General Counsel | ||
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