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EX-99.3 - THIS EXHIBIT IS OUR LEAD DIRECTOR POLICY. - PROASSURANCE CORPexhibit993.htm
EX-99.1 - THIS EXHIBIT IS THE NEWS RELEASE REPORTING THE DECLARATION OF THE $0.25/SHARE CASH DIVIDEND. - PROASSURANCE CORPexhibit991.htm
8-K - THIS CURRENT REPORT ON FORM 8K DISCLOSES THE DECLARATION OF A CASH DIVIDEND OF $0.25, THE ELECTION OF A LEAD DIRECTOR, THE PUBLICATION OF A LEAD DIRECTOR POLICY ON OUR WEBSITE, AND THE SETTING OF DATES FOR OUR 2012 ANNUAL MEETING OF SHAREHOLDERS. - PROASSURANCE CORPbodyoffiling.htm
Exhibit 99.2
 
 
NEWS RELEASE                                                                          
 
ProAssurance Elects Wilfred W. Yeargan, M.D. as Lead Director
BIRMINGHAM, AL., December 7, 2011 (PRNewswire) – Wilfred W. Yeargan, M.D. has been elected to serve as the Company’s Lead Director, effective immediately. Dr. Yeargan was elected today by a unanimous vote of the non-employee, independent directors of ProAssurance.
 
In his position, Dr. Yeargan, who is a non-employee, independent director, will coordinate the activities of the other non-employee, independent Directors. This will include leading executive sessions of the independent directors and presiding at all meetings of the Board at which the Chairman is not present. Dr. Yeargan, as Lead Director, also will serve as a liaison between non-employee, independent Directors and the Chairman and will consult with the Chairman regarding other issues involving the Board that may arise.
 
“We are honored that Dr. Yeargan will serve as the first Lead Director of ProAssurance,” said W. Stancil Starnes, the company’s Chairman and CEO. He added, “Dr. Yeargan has distinguished himself as member of our Board since 2002, and a member of various physician advisory committees since 1979. His knowledge of ProAssurance and the people and institutions we serve makes him the ideal person to fill the role of Lead Director.”
 
A copy of our Lead Director policy, ratified by our Board today following the recommendation of our Nominating/Corporate Governance Committee, will be posted on the Corporate Governance section of our website, www.ProAssurance.com.
 
2012 Annual Meeting of Shareholders
Our Board also set Wednesday, May 16, 2012 as the date of the 2012 Annual Meeting of Shareholders to be held at our headquarters in Birmingham, Alabama. The record date for that meeting is March 23, 2012.
 
About ProAssurance
ProAssurance Corporation is the nation’s largest independently traded specialty writer of medical professional liability insurance. ProAssurance is recognized as one of the top performing insurance companies in America by virtue of its inclusion in the Ward’s 50 for five consecutive years. ProAssurance is rated “A” (Strong) by Fitch Ratings; ProAssurance Group is rated “A” (Excellent) by A.M. Best.
 
 
Caution Regarding Forward-Looking Statements
Statements in this news release that are not historical fact or that convey our view of future business, events or trends are specifically identified as forward-looking statements. Forward-looking statements are based upon our estimates and anticipation of future events and highlight certain risks and uncertainties that could cause actual results to vary materially from our expected results. We expressly claim the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, for any forward-looking statements in this news release. Forward-looking statements represent our outlook only as of the date of this news release. Except as required by law or regulation, we do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
 
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NEWS RELEASE CONTINUES                                                                
 
Forward-looking statements are generally identified by words such as, but not limited to, “anticipate,” “believe,” “estimate,” “expect,” “hope,” “hopeful,” “intend,” “may,” “optimistic,” “potential,” “preliminary,” “project,” “should,” “will,” and other analogous expressions. When we address topics such as liquidity and capital requirements, the value of our investments, return on equity, financial ratios, net income, premiums, losses and loss reserves, premium rates and retention of current business, competition and market conditions, the expansion of product lines, the development or acquisition of business in new geographical areas, the availability of acceptable reinsurance, actions by regulators and rating agencies, court actions, legislative actions, payment or performance of obligations under indebtedness, payment of dividends, and other similar matters, we are making forward-looking statements. The following important factors are among those that could affect the actual outcome of future events.
 
·
the expected benefits from completed and proposed acquisitions may not be achieved or may be delayed longer than expected due to business disruption, loss of customers, employees and key agents, increased operating costs or inability to achieve cost savings, and assumption of greater than expected liabilities, among other reasons;
·
general economic conditions, either nationally or in our market areas, that are different than anticipated;
·
regulatory, legislative and judicial actions or decisions that could affect our business plans or operations;
·
 the enactment or repeal of tort reforms;
·
formation or dissolution of state-sponsored medical professional liability insurance entities that could remove or add sizable groups of physicians from the private insurance market;
·
the impact of deflation or inflation;
·
changes in the interest rate environment;
·
changes in U.S. laws or government regulations regarding financial markets or market activity that may affect the U.S. economy and our business;
·
changes in the ability of the U.S. government to meet its obligations that may affect the U.S. economy and our business;
·
performance of financial markets affecting the fair value of our investments or making it difficult to determine the value of our investments;
·
changes in accounting policies and practices that may be adopted by our regulatory agencies and the Financial Accounting Standards Board, the Securities and Exchange Commission, or the Public Company Accounting Oversight Board;
·
changes in laws or government regulations affecting medical professional liability insurance or the financial community;
·
the effects of changes in the healthcare delivery system, including, but not limited to, the Patient Protection and Affordable Care Act;
·
uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance, and changes in the availability, cost, quality, or collectability of insurance/reinsurance;
·
the results of litigation, including pre- or post-trial motions, trials and/or appeals we undertake;
·
an allegation of bad faith which may arise from our handling of any particular claim, including failure to settle;
·
loss of independent agents;
·
changes in our organization, compensation and benefit plans;
·
our ability to retain and recruit senior management;
·
our ability to purchase reinsurance and collect recoveries from our reinsurers;
·
assessments from guaranty funds;
·
our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations;
·
changes to the ratings assigned by rating agencies to our insurance subsidiaries, individually or as a group; and
·
insurance market conditions that may alter the effectiveness of our current business strategy and affect our revenues.
 
Additional risk factors that may cause outcomes that differ from our expectations or projections are described in various documents filed by ProAssurance Corporation with the Securities and Exchange Commission, such as current reports on Form 8-K, and regular reports on Forms 10-Q and 10-K, particularly in “Item 1A, Risk Factors.”
 
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Contact:
Frank B. O’Neil, Sr. Vice President, Corporate Communications & Investor Relations
800-282-6242 • 205-877-4461 • foneil@ProAssurance.com