Protective Insurance Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 01/04/2021   Download
SEC Document
SEC Filing
On January 3, 2021, the Board of Directors (the “Board”) of Protective Insurance Corporation (the “Company”) adopted and approved amendments to the Company’s Code of By-laws as recommended to the Board by the Nominating and Governance Committee, and which the Board determined were in the best interests of the Company and its stakeholders, which became effective immediately. Pursuant to the amendment:

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.

In connection with such amendment, the current directors on the Board were assigned to Class I, Class II and Class III as follows:

Class
Director
Class I
Stephen J. Gray
Class I
Nathan Shapiro
Class I
Robert Shapiro
Class II
Stuart D. Bilton
Class II
Otto Frenzel IV
Class II
Loriann V. Lowery-Biggers
Class II
James A. Porcari III
Class III
Steven J. Bensinger
Class III
Jeremy Edgecliffe-Johnson
Class III
David W. Michelson
Class III
John D. Nichols, Jr.