-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Llr5W0YagYeAuCXMWed09gbpuNBHRKmsSUDPvHbZMp/SulwvpNd0HJngH5Rq+/xl 2NWoxQNe064OG57/hJu0Pw== 0001157523-05-004990.txt : 20050523 0001157523-05-004990.hdr.sgml : 20050523 20050523102724 ACCESSION NUMBER: 0001157523-05-004990 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050518 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROASSURANCE CORP CENTRAL INDEX KEY: 0001127703 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 631261433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16533 FILM NUMBER: 05849889 BUSINESS ADDRESS: STREET 1: 100 BROOKWOOD PLACE CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2058774400 8-K 1 a4894428.txt PROASSURANCE CORPORATION 8-K 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 18, 2005 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: |X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |X| 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 1.01 Entry into a Material Definitive Agreement. At its meeting on May 18, 2004 the ProAssurances Board of Directors adopted the Director Deferred Stock Compensation Plan (the "Plan") as recommended by the Compensation Committee of the Board. The Plan allows non-employee members of the Board of Directors of the Company to defer the receipt of stock-based compensation until such time as they are no longer a member of the Board. Item 9.01 Financial Statements and Exhibits Exhibit Description ------- ----------- Exhibit 99.1: ProAssurance Corporation Director Deferred Stock Compensation Plan adopted on May 18, 2005. Exhibit 99.2: Election Form for the ProAssurance Corporation Director Deferred Stock Compensation Plan adopted on May 18, 2005. 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 23, 2005 PROASSURANCE CORPORATION By: /s/ Edward L. Rand, Jr. ------------------------ Edward L. Rand, Jr. Chief Financial Officer EX-99.1 2 a4894428ex991.txt PROASSURANCE CORPORATION EXHIBIT 99.1 Exhibit 99.1 PROASSURANCE CORPORATION DIRECTOR DEFERRED STOCK COMPENSATION PLAN ARTICLE I ELIGIBILITY The Board of Directors of ProAssurance Corporation (the "Company") may from time to time authorize to participate in the Director Deferred Stock Compensation Plan (the "Plan") any person ("Eligible Persons") who is elected and is currently serving as a non-employee member of the Board of Directors of the Company. ARTICLE II STOCK COMPENSATION SUBJECT TO PLAN At a meeting of the Compensation Committee of the Board of Directors of the Company held prior to the annual meeting of the stockholders in each year commencing with the year 2005, and in the same calendar year as such annual meeting, the Directors may determine that a portion, or all, of their compensation as non-employee Directors be paid in the form of shares of the Company's Common Stock (the "Stock"); provided that the Board of Directors may make such determination at the meeting at which this Plan is adopted, whether before or after the annual meeting of the stockholders in such year. Compensation payable in Stock shall be payable only from the shares of Stock reserved for issuance pursuant to the ProAssurance Corporation 2004 Equity Incentive Plan or a successor plan which has been approved by the stockholders of the Company and the shares thereunder approved for listing on the New York Stock Exchange (the "Incentive Plan"); provided that the granting of the award under the Incentive Plan shall be subject to the condition that the Company have sufficient net assets to apply to its capital and surplus in payment for the Stock an amount equal to the value of the Stock credited to the Account of the Eligible Person. ARTICLE III ELECTION AS TO FORM AND TIME OF PAYMENT A. Current or Deferred Payment Election. Each Eligible Person may elect to receive his or her Stock as either: 1. A current payment in accordance with Article IV below ("Current Compensation"); or 2. A deferred payment in accordance with Article V below ("Deferred Compensation"). B. Procedure for Making Elections. Subject to the provisions of Section III.C. below, each Eligible Person may make a written election as to the form and time of payment of his or her Stock under Section III.A above for each year that he or she is an Eligible Person. In the case of initial elections hereunder by persons who are Eligible Persons as of May 18, 2005, the effective date of the Plan ("Effective Date"), the election must be made within thirty (30) days after the Effective Date. Thereafter, the election must be made before December 31 of the calendar year immediately preceding the calendar year to which the election applies. In the case of a person who first becomes an Eligible Person during a calendar year and prior to the date of the annual meeting for that year, his or her election must be made within thirty (30) days following the date upon which he or she becomes an Eligible Person. Elections will be made on forms prescribed by the Company and may be obtained from the office of the Secretary of the Company ("Election Forms"). Election Forms must be fully completed, executed and returned to the office of the Secretary on or before the applicable deadline in order to be effective. If an Election Form is not so returned by the applicable deadline, the Eligible Person will be deemed to have elected to continue his prior year's election, or if there is no prior year election, such Eligible Person will be deemed to have elected to receive Current Compensation in accordance with Section III.A.(a) above. 3 C. Revocation of Elections. No Eligible Person shall have the right to retroactively revoke any prior election under this Article III. An Eligible Person may prospectively revoke his or her election and make a new election for the next calendar year if such Eligible Person executes and delivers a new Election Form to the Secretary of the Company not later than December 31 of the current calendar year. ARTICLE IV CURRENT COMPENSATION If the Eligible Person elects to receive Current Compensation, a stock certificate (or equivalent electronic transfer to an account with a registered broker dealer) for the appropriate number of shares of Stock will be issued to the Eligible Person within thirty (30) days after the annual meeting of the stockholders for the year to which such Current Compensation relates. ARTICLE V DEFERRED COMPENSATION A. Time of Payment. Any Eligible Person who elects to receive Deferred Compensation under this Section V shall be paid the balance in his or her Deferred Compensation Account (herein defined) within 60 days after such person ceases to qualify as an Eligible Person. In the case of any Eligible Person who dies, payment of the balance in his or her Account shall be made to the beneficiary designated by the Eligible Person in his or her most recent annual Election Form within 60 days after the Eligible Person's date of death, or, if the designated beneficiary is the Eligible Person's estate, within 60 days after the appointment of the personal representative of the Eligible Person's estate. The Deferred Compensation Account will be established and maintained in accordance with Section V.C. below. B. Source of Payment. The Stock payable or distributable hereunder will not be funded currently nor will segregated shares of Stock be maintained to pay such Deferred Compensation. Until the time of payment of the Deferred Compensation, the Eligible Person shall have no rights of ownership with respect to the Stock credited to the Account and such Stock shall not be considered to be issued and outstanding until issued and delivered to the Eligible Person at the time provided in Section V.A. above; provided, however, that notwithstanding anything herein to the contrary, there shall be credited to the Account as a liability of the Company to the Eligible Person: (i) an amount equal to all dividends that would otherwise be payable with respect to the Stock credited to the Account; and (ii) an amount equal to the sum of all proceeds that would otherwise be payable with respect to the Stock credited to the Account as a result of a merger, consolidation, recapitalization, liquidation or other reorganization of the Company; and provided further that the Stock credited to the Account shall be subject to adjustment in the case of changes in the capitalization of the Company or change of control of the Company in accordance with Section 4(c) of the Incentive Plan. 4 1. Liability of the Company. The obligation to pay the Deferred Compensation shall be considered a liability of the Company to make benefit payments in the future to the Eligible Person subject to the claims of its general unsecured creditors and shall be payable to the Eligible Person in consideration for the cancellation of such liability (and not for past services). In the event that the Company is involved in bankruptcy proceedings at any time prior to the payment of the Deferred Compensation, the liability of the Company to pay the Deferred Compensation shall be subject to adjustment and discharge on the same basis as liabilities to the other general unsecured creditors of the Company. It is the intention of the Company that the Plan be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. 2. Spendthrift Provision. An Eligible Person's rights to payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Eligible Person or the Eligible Person's beneficiary. C. Deferred Compensation Accounts. The Company will establish a Deferred Compensation Account ("Deferred Compensation Account") for each Eligible Person who elects to receive Deferred Compensation. The Deferred Compensation Account will evidence the amount of Stock that the Eligible Person would receive at any time if he or she ceased to be an Eligible Person. The amount of Stock payable to an Eligible Person will be credited to his or her Deferred Compensation Account within thirty (30) days following the annual meeting of the shareholders of the Company. ARTICLE V STOCK CERTIFICATES Stock certificates issued and delivered to Eligible Persons shall bear such restrictive legends as the Company shall deem necessary or advisable pursuant to applicable federal and state securities laws. ARTICLE VI TERMINATION AND AMENDMENT OF PLAN A. The Board of Directors of the Company may at any time terminate the Plan, and may at any time and from time to time and in any respect amend the Plan. B. No termination, amendment or modification of the Plan shall affect adversely the rights of an Eligible Person with respect to his or her Deferred Compensation Account nor shall any Eligible Person be entitled to accelerate the terms and conditions for the payment of Deferred Compensation by reason of the termination, amendment or modification of the Plan. 5 C. This Plan shall terminate upon termination of the Incentive Plan or upon the issuance of awards with respect to all shares of Stock reserved for issuance under the Incentive Plan. ARTICLE VII RELATIONSHIP TO OTHER COMPENSATION PLANS The adoption of the Plan shall not affect any other stock option, incentive, or other compensation plans in effect for the Company or any of its subsidiaries; nor shall the adoption of the Plan preclude the Company or any of its subsidiaries from establishing any other form of incentive or other compensation plan for employees, officers, or directors of the Company or any of its subsidiaries. ARTICLE VIII MISCELLANEOUS A. Plan Binding on Successors. The Plan shall be binding upon the successors and assigns of the Company. B. Singular, Plural; Gender. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. C. Headings, etc. Headings of Articles and Sections hereof are inserted for convenience and reference; they do not constitute part of the Plan. D. Interpretation. Subject to the express provisions of the Plan, the Board of Directors of the Company shall have complete authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it, and to make all determinations necessary or advisable for the administration of the Plan. No member of the Board of Directors of the Company shall be liable to any person for any act or determination made in good faith with respect to the Plan or any Compensation payable hereunder. E. Taxes. If the Company is required to collect withholding taxes upon the issuance of Stock to any Eligible Person, the Company may not deliver the shares to the Eligible Person until the Eligible Person has delivered to the Company the required amount for the withholding taxes. F. Applicable Law. This Plan shall be administered, construed and enforced in accordance with the laws of the State of Delaware. 6 EX-99.2 3 a4894428ex992.txt PROASSURANCE CORPORATION EXHIBIT 99.2 Exhibit 99.2 ELECTION FORM -------------- PROASSURANCE CORPORATION ------------------------ DIRECTOR DEFERRED STOCK COMPENSATION PLAN ----------------------------------------- The following is my irrevocable election under the ProAssurance Corporation Director Deferred Stock Compensation Plan (the "Plan") with respect to my director compensation which is to be paid to me in the form of shares of the Corporation's common stock (the "Stock"). I understand that, under the terms of the Plan, I may elect a current distribution or payment of the Stock ("Current Compensation") or a deferred distribution or payment of the Stock ("Deferred Compensation"), but not a combination of the two. By completing this Election Form, I have decided to elect Deferred Compensation (or to revoke a prior election to receive Deferred Compensation). This Election Form may also be used to name a beneficiary to receive Deferred Compensation in the event of my death or to change a prior beneficiary designation. I have received and reviewed a copy of the Plan. Capitalized terms used herein and not otherwise defined have the meanings assigned such terms in the Plan. Deferred Compensation Election ------------------------------ Note: This election must be made on or before June 17, 2005, with respect to the Stock compensation for the calendar year 2005. Thereafter, any election must be made before December 31st of the calendar year immediately preceding the calendar year to which the election applies. For example, to defer distribution of Stock compensation for the year 2006, the election must be made prior to December 31, 2005. In the case of a newly elected member of the Board, the election may be made within 30 days after becoming a Board member (provided that such person is elected as a member of the Board prior to the annual meeting for such year). An election to defer, once made, will remain in effect from year to year unless revoked. ________ (Initials) I hereby irrevocably elect to defer all of the Stock which is due to be paid to me as director compensation for the calendar year _________ and for the following calendar years unless this election is revoked in the manner described in the next following paragraph. I understand that, as a result of this election, the Stock will not be paid or distributed to me until such time as I cease to be a member of the Board of Directors. Revocation Election ------------------- Note: A revocation of a prior deferral election will not be effective until the calendar year following the calendar year in which the Revocation Election is delivered to the Secretary of the Corporation. Revocation is prospective only. Stock deferred in the past will continue to be deferred. ________ (Initials) I hereby revoke the election to defer that I made on ___________, 20____. As a result of this Revocation Election, I will receive the Stock which is payable to me as director compensation in the year following this Revocation Election currently. This Revocation Election will apply to future years unless I make a new Deferred Compensation Election in the manner described in the preceding paragraph. 7 Beneficiary Designation ----------------------- In the event of my death, I hereby designate the following as my beneficiary: Name: ________________________________ Address:______________________________ ______________________________________ Social Security Number:_______________ In the event that the above named individual shall predecease me, I hereby designate the following as my contingent beneficiary: Name: ________________________________ Address:______________________________ ______________________________________ Social Security Number:_______________ Dated this ________ day of _____________________, 20_____. _________________________________ (Signature) _________________________________ (Printed Name) 8 -----END PRIVACY-ENHANCED MESSAGE-----