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 5, 2020 
 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))
   
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 5, 2020.

(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 eleven (11) directors:

 
Shares For
Shares Withheld
Broker Non-Votes
Steven J. Bensinger
713,957
154,499
828,666
Stuart D. Bilton
713,957
154,499
828,666
Jeremy D. Edgecliffe-Johnson
867,569
887
 828,666
Otto N. Frenzel IV
712,864
155,592
828,666
Stephen J. Gray
867,569
887
828,666
LoriAnn V. Lowery-Biggers
714,235
154,221
828,666
David W. Michelson
868,006
450
828,666
John D. Nichols, Jr.
868,006
450
828,666
James A. Porcari III
867,831
625
828,666
Nathan Shapiro
711,032
157,424
828,666
Robert Shapiro
859,569
8,887
828,666

Proposal 2 – To ratify the appointment of Ernst & Young LLP as independent auditor for the Corporation for 2020:

For
1,697,019
Against
-
Abstain
103

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

For
708,708
Against
159,747
Abstain
1
Broker Non-Votes
828,666


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 11, 2020                                                                     By:    /s/ Jeremy D. Edgecliffe-Johnson
          Jeremy D. Edgecliffe-Johnson,
          Chief Executive Officer