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): April 26, 2019 | |||||
 | |||||
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: | |||||
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
¨ | 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)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ¨ | |||||
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. ¨ | |||||
ITEM 7.01 REG FD DISCLOSURE | |
Concurrent with the start of our April 26, 2019 conference call with investors, we are filing the text of our prepared remarks as Exhibit 99.1 to ensure compliance with Reg FD. We expect to amend this filing to add the text of the question and answer portion of the call to Exhibit 99.1. | |
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS | |
99.1 | |
The information we are furnishing under Items 7.01 and 9.01 of this Current Report on Form 8K, including Exhibit 99.1, are not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) as amended, or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. | |
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: April 26, 2019 | |
PROASSURANCE CORPORATION | |
by: /s/ Frank B. O’Neil | |
Frank B. O’Neil Senior Vice-President | |
2