0001704084-19-000020.txt : 20190522 0001704084-19-000020.hdr.sgml : 20190522 20190522182752 ACCESSION NUMBER: 0001704084-19-000020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190522 FILED AS OF DATE: 20190522 DATE AS OF CHANGE: 20190522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spinosa Frank Anthony CENTRAL INDEX KEY: 0001542653 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16533 FILM NUMBER: 19847182 MAIL ADDRESS: STREET 1: PO BOX 72 CITY: SHELTER ISLAND STATE: NY ZIP: 11964 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 100 BROOKWOOD PLACE CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2058774400 4 1 wf-form4_155856405589664.xml FORM 4 X0306 4 2019-05-22 0 0001127703 PROASSURANCE CORP PRA 0001542653 Spinosa Frank Anthony C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM AL 35209 1 0 0 0 Common Stock 2019-05-22 4 A 0 1578 38.65 A 11452 D These shares are awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan and are exempt under Rule 16b-3. This grant was recommended by the Compensation Committee, which is composed entirely of independent directors (as disclosed on page 15 of our 2019 Proxy Statement), and was approved by our Board of Directors at its meeting on May 22, 2019. This year, the recommended and approved stock compensation grant was for shares having a value not to exceed $61,000. The number of whole shares is determined using the closing price of a share of stock on the New York Stock Exchange (NYSE) on the day of the Board of Directors meeting following the Annual Meeting of Shareholders. The NYSE closing price on May 22, 2019 was $38.65, resulting in a distribution to each non-management director of 1,578 shares. Lee M. Pope with Power of Attorney for the Reporting Person 2019-05-22 EX-24 2 spinosapoa52219.htm SPINOSA POA 5_22_19

POWER OF ATTORNEY

           Know all by these presents, that the undersigned, Frank A. Spinosa, hereby constitutes and appoints
each of Marta E. Garrett, Jeffrey P. Lisenby, J. Kenneth McEwen, Lee M. Pope and Kathryn A. Neville, or
either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney
in-fact to:
(1)    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to
the U.S. Securities and Exchange Commission (the 'SEC") a Form ID, including
amendments thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of reports
required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;
(2)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer
and/or director of ProAssurance Corporation (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(3)    do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and
execute any amendment or amendments thereto, and timely file such form with the SEC
and any stock exchange or similar authority; and
(4)    take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.
           The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
           This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
           IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
this 22nd day of May, 2019.

/s/ Frank A. Spinosa
Signature

Frank A. Spinosa
Print Name


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