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Section 1: 8-K



UNITED STATES
SECURITIES 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 7, 2019 
 
Protective Insurance Corporation
(Exact Name of Registrant as Specified in Charter) 
 

 
 
 
 
 
 
Indiana
 
0-5534
 
35-0160330
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 

111 Congressional Boulevard, Carmel IN
 
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))
 
 
 
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.        
 
   
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


Item 5.07.  Submission of Matters to a Vote of Security Holders

(a) The annual meeting of shareholders of the Company was held on May 7, 2019.

(b)
The shareholders elected all of the Company’s nominees for director and ratified the appointment of Ernst & Young LLP as independent auditors for the Corporation.  The shareholders approved all of the shareholder proposals, which are listed below.

Proposal 1 – To elect nine (9) directors:

 
Shares For
Shares Against
Shares Abstain
Broker Non-Vote
Steven J. Bensinger
1,679,559
-
2,181
660,990
Stuart D. Bilton
1,531,865
-
149,875
660,990
Otto N. Frenzel IV
1,531,865
-
149,875
660,990
LoriAnn V. Lowery-Biggers
1,532,141
-
149,599
660,990
David W. Michelson
1,679,559
-
2,181
660,990
John D. Nichols, Jr.
1,679,559
-
2,181
660,990
James A. Porcari III
1,531,966
-
149,774
660,990
Nathan Shapiro
1,679,458
-
2,282
660,990
Robert Shapiro
1,679,458
-
2,282
660,990

Proposal 2 – To ratify the appointment of Ernst & Young LLP as independent auditor for the Corporation for 2019:

For
2,335,185
Against
352
Abstain
7,193

Proposal 3 – To approve, in an advisory vote, the Corporation’s executive officer compensation:

For
1,643,821
Against
10,852
Abstain
27,067
Broker Non-Vote
660,990




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 13, 2019 By   /s/ John D. Nichols, Jr.
                                John D. Nichols, Jr.,
                                Interim Chief Executive Officer & Chairman of the Board of Directors 









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