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)
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☐ Definitive proxy statement
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ProAssurance Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy statement, if Other Than the Registrant)
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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 9:00 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
Ownership by Our Directors and Executive Officers
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.
| | | | | | | | | | | | | | |
| Stockholders | | Amount & Nature of Beneficial Ownership(1) | | 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 | | * |
| Robert D. Francis | | 9,623 | | * |
| All Directors, Director Nominees and Executive Officers as a Group (18 Persons) | | 516,852 | | 1.02% |
| | | | |
| * Less than 1%. | | | | |
(1) Except as otherwise indicated, the persons named in the above table have sole voting power and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The information as to the beneficial ownership of Common Stock has been furnished by the respective persons listed in the above table. The information excludes restricted stock units and performance shares granted to executive officers that are unvested. No executive officer holds unexercised stock options.
(2) Shares are held in a joint brokerage account for Mr. Rand and his spouse.
