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): May 12, 2007
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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On April 26, 2007, ProAssurance Corporation announced that its Chairman
and Chief Executive Officer, A. Derrill Crowe, M.D., had informed the Board of
Directors of his intention to retire as Chief Executive Officer effective July
1, 2007. At that time we also announced that our Board of Directors elected W.
Stancil Starnes to be the new Chief Executive Officer of ProAssurance, also
effective July 1, 2007. In a Current Report on Form 8K filed on that date we
provided the basic terms of Mr. Starnes employment agreement.
Our negotiations with Mr. Starnes on a final employment agreement
concluded on Saturday, May 12, 2007. The agreement was recommended by the
Compensation Committee and approved by the Board of Directors at a joint meeting
of the Committee and the Board held on May 16, 2007. We are filing the
employment agreement as executed by ProAssurance and Mr. Starnes in this Current
Report on Form 8K.
ITEM 8.01 OTHER EVENTS
On May 16, 2007, ProAssurance Corporation's stockholders overwhelmingly
re-elected Victor T. Adamo, Paul R. Butrus and William J. Listwan, M.D. to the
Corporation's Board of Directors. Their terms will expire at the Annual Meeting
of Stockholders in 2010. More than 86% of 32,986,394 eligible shares were voted,
and each of the directors standing for reelection received approximately 97% of
the votes cast by stockholders.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
------- -----------
99.1 Employment Agreement between ProAssurance Corporation
and W. Stancil Starnes.
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: May 16, 2007
PROASSURANCE CORPORATION
By: /s/ Frank B. O'Neil
-----------------------------------------
Frank B. O'Neil
Sr. Vice-President