8-K

UNITED STATES
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

May 31, 2017

Date of Report (Date of earliest event reported)

Protective Life Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-11339	95-2492236
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2801 Highway 280 South

Birmingham, Alabama 35223

(Address of principal executive offices and zip code)

(205) 268-1000

(Registrant’s telephone number, including area code)

N/A

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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       o

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.  o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 31, 2017, the Board of Directors (the “Board”) of Protective Life Corporation (the “Company”) elected John D. Johns (65), currently the Company’s Chairman and Chief Executive Officer, to serve as the Executive Chairman of the Company, and elected Richard J. Bielen (56) to serve as the President and Chief Executive Officer of the Company. Mr. Bielen currently serves as President and Chief Operating Officer of the Company. The elections will be effective July 1, 2017. Both Mr. Johns and Mr. Bielen will continue to serve as members of the Board. As a result of his election, Mr. Bielen will no longer serve as Chief Operating Officer of the Company. The Board has not elected a new Chief Operating Officer.

Mr. Bielen has been President and Chief Operating Officer of the Company since January 2016. From June 2007 to January 2016, Mr. Bielen served as Vice Chairman and Chief Financial Officer of the Company. From August 2006 to June 2007, Mr. Bielen served as Executive Vice President, Chief Investment Officer, and Treasurer of the Company. Mr. Bielen became a director of the Company on February 1, 2015. Mr. Bielen has been employed by the Company and its subsidiaries since 1991.

In connection with the election to his new position, Mr. Bielen’s annual salary will be increased to $750,000; his 2017 incentive target bonus will be increased to $900,000; his 2017 long-term incentive award opportunity will be increased to $1,925,000, with the awards allocated among restricted units, performance units and parent stock-based units at the same ratios awarded to him in February 2017; and he will be eligible to use the Company aircraft for personal trips for up to 25 hours per year in accordance with the Company’s existing aircraft policy, as described in Part III of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. There were no other changes to Mr. Bielen’s employment arrangements in connection with his election, and there were no changes to Mr. Johns’ employment arrangements in connection with his election.

On June 1, 2017, the Company issued a press release announcing the elections of Mr. Johns and Mr. Bielen to their respective positions, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01.             Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated June 1, 2017

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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 LIFE CORPORATION

/s/ Paul R. Wells

Paul R. Wells

Senior Vice President, Chief Accounting Officer and Controller

Date:      June 5, 2017

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EX-99.1

Exhibit 99.1

Protective Life Corporation

Post Office Box 2606

Birmingham, AL 35202

205-268-1000

John D. Johns to Become Protective’s Executive Chairman

and Richard J. Bielen Elected President and Chief Executive Officer

BIRMINGHAM, Ala.— June 1, 2017 — Protective Life Corporation (“Protective”), a wholly-owned U.S. subsidiary of Dai-ichi Life Holdings, Inc. (TSE:8750, “Dai-ichi”), announced today that its board of directors has elected John D. Johns (65), the company’s Executive Chairman and Richard J. Bielen (56) the Company’s President and Chief Executive Officer. These changes are effective July 1, 2017.

Mr. Johns joined Protective in 1993 as the Company’s Executive Vice President and Chief Financial Officer, and became CEO in 2002.  During his tenure at Protective, the Company’s market value grew from approximately $580 million to approximately $5.6 billion in 2015 when it was acquired and became the United States platform for Dai-ichi Life of Tokyo, Japan.

Under Mr. Johns’ leadership, Protective has earned a reputation as an industry-leading acquirer of life insurance policies, a leader in digital innovation in its customer-focused retail franchise, a respected supplier of product and services to its traditional distribution partners and a great place for employees to work and build careers.

Mr. Johns has been extensively involved in civic and industry efforts, including service as chair of the American Council of Life Insurers (ACLI), Birmingham Business Alliance, Business Council of Alabama, McWane Science Center, Innovation Depot, Boy Scouts of America — Greater Alabama Council, and many other organizations. Mr. Johns was elected to the Alabama Academy of Honor in 2013.

Mr. Johns has also been deeply engaged in fund raising and philanthropy, serving in a leadership role in capital campaigns in support of many non-profits, including Innovation Depot, Railroad Park, Children’s Aid Society, the Birmingham Civil Rights Institute, Pre-School Partners and McWane Science Center. He is currently serving as the Co-chair of the $1 billion Campaign for UAB.  During Mr. Johns’ time as CEO, the Protective Life Foundation has made cumulative contributions totaling almost $40 million to improve the quality of life in our communities.

Mr. Bielen joined Protective in 1991 as Vice President, Securities. He became Chief Investment Officer in 2002 overseeing a portfolio that started at $13.3 billion and grew to $27.9 billion in 5 years before being named Vice Chairman and Chief Financial Officer in 2007.  In addition to his responsibilities as CFO, Mr. Bielen had overall responsibility for the Stable Value, Asset Protection and Acquisitions businesses.  He became a member of Protective’s Board of Directors in 2015. In 2016 he was named President and Chief Operating Officer and assumed additional overall responsibility for the Life and Annuity business, Operations and Information Technology.

“I am delighted by Rich Bielen’s election as the seventh CEO of Protective.  Rich is immensely talented and has all the skills and attributes needed to successfully lead the Company in the future,” said Mr. Johns. “I’m confident that Protective will continue to grow and prosper under Rich’s leadership and that Protective’s best days lie ahead.”

“I am deeply honored to be elected CEO of Protective,” said Bielen. “With the solid foundation established under Johnny’s leadership, we are well positioned to continue to grow and deliver on the promises to our customers and the communities we serve.   I look forward to working with Dai-ichi, our distribution partners and the talented and committed people of Protective.”

ABOUT PROTECTIVE

Protective Life Corporation provides financial services through the production, distribution and administration of insurance and investment products throughout the U.S.  The flagship subsidiary, Protective Life Insurance Company, was founded in 1907.  Protective’s home office is located in Birmingham, Alabama. As of December 31, 2016 the Company had assets of approximately $75.0 billion. Protective Life Corporation is a wholly owned subsidiary of Dai-ichi Life Holdings, Inc. (TSE:8750, “Dai-ichi”)

For more information on Protective, please visit www.Protective.com.

For more information about the impact of John D. Johns on Protective and the community, please visit the Leadership section of Protective’s website or click here.

CONTACT:

Eva Robertson

Vice President, Corporate Communications

(205) 268-3912