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0001127703false00011277032023-05-262023-05-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
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 26, 2023
pralogoa01a01a34.jpg
ProAssurance Corporation
(Exact name of registrant as specified in its charter)
Delaware 001-16533 63-1261433
(State of Incorporation)
(Commission File No.)
(IRS Employer I.D. No.)
100 Brookwood Place, Birmingham, AL 35209
(Address of Principal Executive Office ) (Zip code)
Registrant’s telephone number, including area code:
(205)
877-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act
(17CFR 240.13e-(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share PRA New York Stock Exchange
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).
          Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS
On May 24, 2023, ProAssurance Corporation held its Annual Meeting of Shareholders. As a result of voting on the matters placed before the shareholders at the Annual Meeting, the company’s four director nominees were re-elected to three-year terms, and shareholders ratified the selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2023.
Acting on matters related to compensation, shareholders approved, on an advisory basis, the compensation of our named executive officers for 2022. Also on an advisory basis, shareholders approved the proposal to hold the advisory vote on the compensation of our named executive officers yearly. All proposals on the ballot were approved by a substantial supermajority of votes cast.

ITEM 7.01 REGULATION FD DISCLOSURES
Attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference, is our news release regarding Item 5.07 and Item 8.01.
ITEM 8.01 OTHER EVENTS
The Company continually evaluates how best to return capital to shareholders. In light of the current trading price of its shares, the Company announced today that its Board of Directors has suspended the Company’s quarterly cash dividend. Instead, the Company intends to utilize its existing share repurchase authorization to return capital to shareholders.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 News release disclosing results of Annual Meeting of Shareholders and Review of Capital Management Strategy
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.
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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 26, 2023
PROASSURANCE CORPORATION
by: /s/ Jeffrey P. Lisenby
-----------------------------------------------------
Jeffrey P. Lisenby
General Counsel

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EX-99.1 2 pra-20230526asmandcapitalm.htm EX-99.1 Document
NEWS RELEASE
For More Information:
Jason Gingerich, VP, Investor Relations
800-282-6242 • 512-879-5101 • JasonGingerich@ProAssurance.com
ainvestorslides2020_image.jpg

ProAssurance Announces Results from 2023 Annual Meeting of Shareholders and Review of Capital Management Strategy
BIRMINGHAM, Ala.--(BUSINESS WIRE)--ProAssurance Corporation (NYSE:PRA) on May 24th held its Annual Meeting of Shareholders. As a result of voting on the matters placed before the shareholders at the Annual Meeting, the company’s four director nominees were re-elected to three-year terms, and shareholders ratified the selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2023.
Acting on matters related to compensation, shareholders approved, on an advisory basis, the compensation of our named executive officers for 2022. Also on an advisory basis, shareholders approved the proposal to hold the advisory vote on the compensation of our named executive officers yearly. All proposals on the ballot were approved by a substantial supermajority of votes cast.
The Company continually evaluates how best to return capital to shareholders. In light of the current trading price of its shares, the Company announced today that its Board of Directors has suspended the Company’s quarterly cash dividend. Instead, the Company intends to utilize its existing share repurchase authorization to return capital to shareholders.


About ProAssurance
ProAssurance Corporation is an industry-leading specialty insurer with extensive expertise in healthcare professional liability, products liability for medical technology and life sciences, legal professional liability, and workers’ compensation insurance. ProAssurance Group and its operating subsidiaries are rated “A” (Excellent) by AM Best; ProAssurance and its operating subsidiaries are rated “A-” (Strong) by Fitch Ratings.
For the latest on ProAssurance and its industry-leading suite of products and services, cutting-edge risk management and practice enhancement programs, follow @ProAssurance on Twitter or LinkedIn. ProAssurance’s YouTube channel regularly presents thought provoking, insightful videos that communicate effective practice management, patient safety and risk management strategies.


Caution Regarding Forward-Looking Statements
Any statements in this news release that are not historical facts are specifically identified as forward-looking statements. These statements are based upon our estimates and anticipation of future events and are subject to significant risks, assumptions and uncertainties that could cause actual results to differ materially from the expected results described in the forward-looking statements. Forward-looking statements are identified by words such as, but not limited to, “anticipate,” “believe,” “estimate,” “expect,” “hope,” “hopeful,” “intend,” “likely,” “may,” “optimistic,” “possible,” “potential,” “preliminary,” “project,” “should,” “will,” and other analogous expressions.
Although it is not possible to identify all of these risks and factors, they include, among others, the following: inadequate loss reserves to cover the Company's actual losses; inherent uncertainty of models resulting in actual losses that are materially different than the Company's estimates; adverse economic factors; a decline in the Company's financial strength rating; loss of one or more key executives; loss of a group of agents or brokers that generate significant portions of the Company's business; failure of any of the loss limitations or exclusions the Company employs, or change in other claims or coverage issues; adverse performance of the Company's investment portfolio; adverse market conditions that affect its excess and surplus lines insurance operations; and other risks described in the Company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this release and the Company does not undertake and specifically declines any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.


NEWS RELEASE
For More Information:
Jason Gingerich, VP, Investor Relations
800-282-6242 • 512-879-5101 • JasonGingerich@ProAssurance.com
ainvestorslides2020_image.jpg

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