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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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•
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Section 4.2 of the Bylaws was amended to provide for, among other things, a classified, or “staggered” Board, composed of three classes of
directors serving staggered three-year terms. Each class will be comprised of a number of directors equal to the other classes or as near thereto as possible. In the event of any increase or decrease in the number of directors, the number of
directors in each class will be apportioned as nearly equal as possible. Directors of each class will serve for a term ending on the date of the third annual shareholders meeting following the annual shareholders meeting at which such class
of directors was elected. The initial terms of office of the initial Class I directors will expire at the annual meeting of shareholders to be held in 2021. The initial terms of office of the initial Class II directors will expire at the
annual meeting of shareholders to be held in 2022. The initial terms of office of the initial Class III directors will expire at the annual meeting of shareholders to be held in 2023.
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Class
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Director
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Class I
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Stephen J. Gray
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Class I
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Nathan Shapiro
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Class I
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Robert Shapiro
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Class II
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Stuart D. Bilton
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Class II
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Otto Frenzel IV
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Class II
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Loriann V. Lowery-Biggers
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Class II
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James A. Porcari III
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Class III
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Steven J. Bensinger
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Class III
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Jeremy Edgecliffe-Johnson
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Class III
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David W. Michelson
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Class III
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John D. Nichols, Jr.
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Item 9.01 Financial Statements and Exhibits
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(d)
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Exhibits.
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Exhibit No.
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Exhibit
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3.2
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Code of By-Laws of Protective Insurance Corporation, as amended through January 3, 2021.
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3.2.1
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Code of By-Laws of Protective Insurance Corporation, showing all changes approved on January 3, 2021.
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January 4, 2021
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By:
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/s/ Jeremy D. Edgecliffe-Johnson
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Name: Jeremy D. Edgecliffe-Johnson
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Title: Chief Executive Officer
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