UNITED STATES
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

 

May 15, 2012 (May 14, 2012)

Date of Report (Date of earliest event reported)

 

Protective Life Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-11339

 

95-2492236

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

2801 Highway 280 South

Birmingham, Alabama 35223

(Address of principal executive offices and zip code)

 

(205) 268-1000

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

Protective Life Corporation (the “Company”) held its Annual Meeting of Shareowners on May 14, 2012 (the “2012 Annual Meeting”). The matters that were voted upon at the 2012 Annual Meeting, and the number of votes cast for, or against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below.

 

(1)     Election of Directors.

 

Nominee Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Robert O. Burton

 

67,897,815

 

242,843

 

8,125,802

 

Elaine L. Chao

 

67,877,061

 

263,597

 

8,125,802

 

Thomas L. Hamby

 

65,472,557

 

2,668,101

 

8,125,802

 

John D. Johns

 

63,599,644

 

4,541,014

 

8,125,802

 

Vanessa Leonard

 

67,898,906

 

241,752

 

8,125,802

 

Charles D. McCrary

 

52,781,330

 

15,359,328

 

8,125,802

 

John J. McMahon, Jr.

 

66,311,142

 

1,829,516

 

8,125,802

 

Hans Hm. Miller

 

67,926,625

 

214,033

 

8,125,802

 

Malcolm Portera

 

67,912,018

 

228,640

 

8,125,802

 

C. Dowd Ritter

 

65,032,958

 

3,107,700

 

8,125,802

 

Jesse J. Spikes

 

65,497,176

 

2,643,482

 

8,125,802

 

William A. Terry

 

67,929,888

 

210,770

 

8,125,802

 

W. Michael Warren, Jr.

 

66,326,553

 

1,814,105

 

8,125,802

 

Vanessa Wilson

 

67,921,830

 

218,828

 

8,125,802

 

 

The affirmative vote of a majority of the shares present at the 2012 Annual Meeting, in person or by proxy, and entitled to vote on the proposal, was required to elect each nominee for director. Accordingly, each of the nominees for director set forth above was elected by the shareowners, to serve until the next annual meeting of share owners or until he or she is succeeded by another qualified director who has been elected.

 

(2)     Advisory Vote Regarding the Compensation of the Named Executive Officers.

 

The shareowners were asked to vote on the following advisory resolution:

 

“RESOLVED, that the Company’s shareowners advise that they approve the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2012 Annual Meeting of ShareOwners pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related discussion and materials.”

 

Votes For

 

Votes Withheld

 

Abstain

 

Broker Non-Votes

 

60,698,516

 

7,239,446

 

202,696

 

8,125,802

 

 

The affirmative vote of a majority of the shares present at the 2012 Annual Meeting, in person or by proxy, and entitled to vote on the proposal, was required to adopt the resolution set forth above. Accordingly, the resolution set forth above was approved by the shareowners.

 

(3)                Approval of the Company’s Annual Incentive Plan.

 

Votes For

 

Votes Withheld

 

Abstain

 

Broker Non-Votes

 

63,219,597

 

4,738,085

 

182,976

 

8,125,802

 

 

The affirmative vote of a majority of the shares present at the 2012 Annual Meeting, in person or by proxy, and entitled to vote on the proposal, was required to adopt the proposal set forth above.  Accordingly, the Company’s Annual Incentive Plan was approved by the shareowners.

 

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(4)                Approval of the Company’s Long-Term Incentive Plan.

 

Votes For

 

Votes Withheld

 

Abstain

 

Broker Non-Votes

 

53,757,437

 

14,220,705

 

162,516

 

8,125,802

 

 

The affirmative vote of a majority of the shares present at the 2012 Annual Meeting, in person or by proxy, and entitled to vote on the proposal, was required to adopt the proposal set forth above. Accordingly, the Company’s Long-Term Incentive Plan was approved by the shareowners.

 

(5)                Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Accountants for 2012.

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

74,284,704

 

1,938,230

 

43,526

 

0

 

 

The affirmative vote of a majority of the shares present at the 2012 Annual Meeting, in person or by proxy, and entitled to vote on the proposal, was required to ratify the appointment of PricewaterhouseCoopers LLP as Independent Accountants for 2012.  Accordingly, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as Independent Accountants for 2012 was approved by the shareowners.

 

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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 thereunto duly authorized.

 

 

 

PROTECTIVE LIFE CORPORATION

 

/s/Steven G. Walker

 

Steven G. Walker

 

Senior Vice President, Controller

 

and Chief Accounting Officer

 

 

 

 

 

Dated:

May 15, 2012

 

 

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