UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 4, 2021
Protective Insurance Corporation
(Exact Name of Registrant as Specified in Charter)
Indiana
| | 0-05534
| | 35-0160330
|
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 111 Congressional Boulevard, Carmel, Indiana | | 46032
|
| (Address of Principal Executive Offices) | | (Zip Code) |
| | | |
Registrant’s Telephone Number, Including Area Code: 317-636-9800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(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 |
Class A Common Stock, No Par Value
| | PTVCA
| | The Nasdaq Stock Market LLC
|
Class B Common Stock, No Par Value
| | PTVCB
| | The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders of Protective Insurance Corporation (the "Corporation") was held on May 4, 2021.
(b) The shareholders elected all of the Company’s nominees for director, ratified the appointment of Ernst & Young LLP as independent auditors for the Corporation and approved, in an advisory vote, the compensation paid to the Corporation's named executive officers.
Proposal 1 – To elect three (3) directors:
| | Shares For | Shares Withheld | Broker Non-Votes |
| Stephen J. Gray | 1,828,836 | 142,033 | 412,678 |
| Nathan Shapiro | 1,828,661 | 142,208 | 412,678 |
| Robert Shapiro | 1,828,836 | 142,033 | 412,678 |
Proposal 2 – To ratify the appointment of Ernst & Young LLP as independent auditor for the Corporation for 2021:
| For | 2,359,922 |
| Against | 23,625 |
| Abstain | - |
Proposal 3 – To approve, in an advisory vote, the Corporation’s named executive officer compensation:
| For | 1,853,142 |
| Against | 117,511 |
| Abstain | 216 |
| Broker Non-Votes | 412,678 |
SIGNATURES
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.
PROTECTIVE INSURANCE CORPORATION
May 5, 2021 By: /s/ Jeremy D. Edgecliffe-Johnson
Jeremy D. Edgecliffe-Johnson,
Chief Executive Officer
