0001704084-20-000124.txt : 20201117
0001704084-20-000124.hdr.sgml : 20201117
20201117115344
ACCESSION NUMBER: 0001704084-20-000124
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20200520
FILED AS OF DATE: 20201117
DATE AS OF CHANGE: 20201117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dishart Noreen
CENTRAL INDEX KEY: 0001831953
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16533
FILM NUMBER: 201319953
MAIL ADDRESS:
STREET 1: 177 SALOLI WAY
CITY: LOUDON
STATE: TN
ZIP: 37774
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
3
1
wf-form3_160563200990575.xml
FORM 3
X0206
3
2020-05-20
0
0001127703
PROASSURANCE CORP
PRA
0001831953
Dishart Noreen
100 BROOKWOOD PLACE
BIRMINGHAM
AL
35209
0
1
0
0
Executive VP/Chief HR Officer
Common Stock
3863.9258
D
Restricted Stock Units
Common Stock
1529.0
D
Restricted Stock Units
Common Stock
1235.0
D
Restricted Stock Units
Common Stock
1243.0
D
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2022 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2021 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2020 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
The late filing of this Form 3 is due to a shift in filing supervision resulting from an employee retirement which coincided with the onset of the COVID-19 pandemic.
Lee M. Pope with Power of Attorney for Reporting Person
2020-11-17
EX-24
2
ndishpoa.txt
DISHART POWER OF ATTORNEY
POWER OF ATTORNEY
Know all by these presents, that the undersigned, Noreen Dishart, 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 5th day of November, 2020.
Signature /s/Noreen Dishart
Print Name Noreen Dishart