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Section 1: 8-K (CURRENT REPORT ON FORM 8K DISCLOSING SPECIALTY P&C MANAGEMENT)

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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): April 4, 2019
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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, Alabama
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))
 
 
 
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 7.01 REGULATION FD DISCLOSURES
Attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference, is our news release announcing the management structure of our newly formed Specialty P&C operating division which will be led by Michael L. Boguski, the current President of Eastern Alliance Insurance Group, ProAssurance’s workers’ compensation subsidiary. Included in the release is an announcement that former ProAssurance executive Robert D. Francis, most recently the Chief Operating Officer of The Doctor’s Company, will rejoin ProAssurance as Executive Vice President, Underwriting and Operations, for the Healthcare Professional Liability operation within the Specialty P&C division.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
We are furnishing Exhibit 99.1 to this Current Report on Form 8-K solely for the purpose of incorporation by reference into Items 7.01 and 9.01. 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.

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: April 4, 2019

PROASSURANCE CORPORATION
 
By: /s/ Frank B. O’Neil
Frank B. O’Neil
Senior Vice President


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Section 2: EX-99.1 (NEWS RELEASE ANNOUCNING SPECIALTY P&C MANAGEMENT)

Exhibit
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For More Information:
Frank B. O’Neil, IRC
Sr. Vice President, Corporate Communications & Investor Relations
800-282-6242 • 205-877-4461 • FrankONeil@ProAssurance.com

ProAssurance Details Specialty P&C Management Structure
Industry Veteran Robert D. Francis Returning to ProAssurance in a New Role
BIRMINGHAM, AL – (BUSINESSWIRE) – April 4, 2019 – ProAssurance Corporation (NYSE:PRA) today provided details of a revised management structure for its newly formed Specialty P&C operating division. As previously announced, Michael L. Boguski will assume the presidency of Specialty P&C on May 13, 2019. Today, he announced that industry veteran Robert D. Francis will rejoin ProAssurance as Executive Vice President, Underwriting and Operations, for the Healthcare Professional Liability operation within the Specialty P&C division.
Mr. Francis most recently served as the Chief Operating Officer of The Doctor’s Company and was previously employed at ProAssurance for twenty years, during which time he held a number of positions including Chief Underwriting Officer. He will report to Mr. Boguski and will oversee Healthcare Professional Liability underwriting and operations.
Mr. Boguski said, “Rob is a proven industry leader with an excellent track record and deep expertise in the healthcare professional liability space. He brings a wealth of talent and executive experience to ProAssurance and will be an invaluable asset as we continue to build the Specialty P&C operation into the future.”
Mr. Boguski also announced other key executive leadership roles in Specialty P&C that will report to him. Within healthcare professional liability, Senior Vice Presidents Jeffrey L. Bowlby, Chief Marketing Officer and Darryl K. Thomas, Chief Claims Officer, will continue to lead healthcare professional sales and marketing and claims, respectively. PICA, ProAssurance’s podiatric and chiropractic insurance subsidiary will continue to operate under the leadership of its President and Chief Medical Officer, Ross E. Taubman, D.P.M., and Karen M. Murphy will continue to lead Medmarc, ProAssurance’s product liability subsidiary serving the life sciences and medical device industry, as Executive Vice President. All will report directly to Mr. Boguski.
Edward L. Rand, Jr., ProAssurance’s President and Chief Operating Officer expressed his enthusiasm for the opportunities that Mr. Boguski and his team have before them. He said, “ProAssurance is a recognized leader in the Specialty P&C insurance business as a result of the committed leadership of our executives, and the disciplined execution of the Company business plan by our dedicated employees. I am confident that the executive team Mike has assembled will enhance the level of superior service we deliver to our distribution partners and policyholders as we fulfill our brand promise of Treated Fairly.”
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. The company is recognized as one of the top performing insurance companies in America by virtue of our inclusion in the Ward’s 50 for the past twelve years. ProAssurance Group is rated “A+” (Superior) by A.M. 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
Statements in this news release that are not historical fact or that convey our view of future business, events or trends are specifically identified as forward-looking statements. Forward-looking statements are based upon our estimates and anticipation of future events and highlight certain risks and uncertainties that could cause actual results to vary materially from our expected results. We expressly claim the safe harbor provisions of


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Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, for any forward-looking statements in this news release. Forward-looking statements represent our outlook only as of the date of this news release. Except as required by law or regulation, we do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
There are a number of risk factors that may cause outcomes that differ from our expectations or projections. These are described in detail in various documents filed by ProAssurance Corporation with the Securities and Exchange Commission, such as current reports on Form 8-K, and regular reports on Forms 10-Q and 10-K, particularly in “Item 1A, Risk Factors.”

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