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 13, 2013

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 (“PLC”) held its Annual Meeting of Share Owners on May 13, 2013 (the “2013 Annual Meeting”).  The matters that were voted upon at the 2013 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.

 

 

 

Number of

 

Number of

 

Broker

 

Name of Director

 

Shares Voted For

 

Shares Against

 

Non-Votes

 

Robert O. Burton

 

64,405,656

 

185,070

 

7,233,253

 

Elaine L. Chao

 

64,313,804

 

286,421

 

7,233,253

 

Thomas L. Hamby

 

64,319,310

 

277,022

 

7,233,253

 

John D. Johns

 

60,103,462

 

4,490,360

 

7,233,253

 

Vanessa Leonard

 

64,368,750

 

214,218

 

7,233,253

 

Charles D. McCrary

 

53,889,429

 

10,717,920

 

7,233,253

 

John J. McMahon, Jr.

 

62,294,198

 

2,299,282

 

7,233,253

 

Hans H. Miller

 

64,406,327

 

164,656

 

7,233,253

 

Malcolm Portera

 

64,348,308

 

235,880

 

7,233,253

 

C. Dowd Ritter

 

55,962,305

 

8,642,881

 

7,233,253

 

Jesse J. Spikes

 

64,324,678

 

266,413

 

7,233,253

 

William A. Terry

 

64,422,451

 

163,424

 

7,233,253

 

W. Michael Warren, Jr.

 

62,408,190

 

2,184,814

 

7,233,253

 

Vanessa Wilson

 

64,317,955

 

272,272

 

7,233,253

 

 

The affirmative vote of a majority of the shares present at the 2013 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 share owners, 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)         Approval of the Company’s Stock Plan for Non-Employee Directors.

 

Votes For

 

Votes Withheld

 

Abstain

 

Broker Non-Votes

 

58,816,459

 

5,698,085

 

358,285

 

7,233,253

 

 

The affirmative vote of a majority of the shares present at the 2013 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 Stock Plan for Non-Employee Directors was approved by the share owners.

 

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

 

The share owners were asked to vote on the following advisory resolution:

 

“RESOLVED, that the Company’s share owners advise that they approve the compensation of the Company’s named executive officers, as disclosed in the Company’s

 

2



 

Proxy Statement for the 2013 Annual Meeting of Share Owners 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

 

58,783,181

 

5,663,392

 

426,256

 

7,233,253

 

 

The affirmative vote of a majority of the shares present at the 2013 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 share owners.

 

(4)         Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Accountants for 2013.

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

69,541,971

 

2,366,531

 

197,580

 

0

 

 

The affirmative vote of a majority of the shares present at the 2013 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 2013.  Accordingly, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as Independent Accountants for 2013 was approved by the share owners.

 

3



 

SIGNATURES

 

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

 

(Registrant)

 

 

 

 

 

/s/ Steven G. Walker

 

Steven G. Walker

 

Senior Vice President, Controller

 

and Chief Accounting Officer

 

 

Dated: May 13, 2013

 

 

4