ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS As reported in Item 5.07 (below), and incorporated into this Item 5.02 by reference, our stockholders overwhelmingly re-elected Samuel A. Di Piazza, Jr., Robert E. Flowers, M.D., Edward L. Rand, Jr., and Katisha T. Vance, M.D., to our Board of Directors during the Annual Meeting of Stockholders on May 20, 2020.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Shareholders of ProAssurance Corporation, held on May 20, 2020, our shareholders voted on three proposals with the following outcomes: (a) Samuel A. Di Piazza, Jr., Edward L. Rand, Jr., and Katisha T. Vance, M.D., were re-elected to the Board and each will serve a three-year term ending at the Annual Meeting of Shareholders in 2023 and until their successors are elected and qualified. Robert E. Flowers, M.D was re-elected to the Board and will serve a one-year term ending at the Annual Meeting of Shareholders in 2021, at which time he will retire. Voting was as follows:


                            FOR     WITHHELD
Samuel A. Di Piazza, Jr. 44,978,457  346,898
Robert. E. Flowers, M.D. 43,363,365 1,961,990
Edward L. Rand, Jr.      44,976,443  348,912
Katisha T. Vance, M.D.   44,712,903  612,452

(b) The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year-ending December 31, 2020 was ratified by the following vote:


   FOR      AGAINST  ABSTAIN
48,451,674 1,109,539  7,801

(c) The 2019 compensation of our named executive officers was approved, on an advisory basis, by the following vote:


   FOR      AGAINST  ABSTAIN
39,139,618 5,860,484 325,253

There were a total of 4,243,659 broker non-votes on matters (a) and (c).

ITEM 7.01 REGULATION FD DISCLOSURE On May 20, 2020, we issued news releases reporting the result of our shareholder meeting as described in Items 5.02 and 5.07. We have included the release in this Current Report on Form 8-K as exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 News release issued on May 20, 2020 announcing the results of voting at the 2020 Annual Meeting of Shareholders.



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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.

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