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Compiled from SEC Form N-PX filings and PROASSURANCE CORP.’s Form 8-K, filed May 22, 2024 (Item 5.07 on EDGAR). Page generated November 1, 2026.
Meeting of May 22, 2024: 7 items on PROASSURANCE CORP.’s Form 8-K, filed May 22, 2024: 3 approved · 4 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Proxy season: 2023-2024 2024-2025
Explore PROASSURANCE CORP. in the interactive database Compare manager voting policies
These tallies are PROASSURANCE CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 22, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Bruce D. Angiolillo, J.D. | 38,451,274 | -- | -- | 4,360,259 | -- | 90% | Not verified | — |
| Elect Director: Richard J. Bielen, C.P.A. | 38,759,735 | -- | -- | 4,051,798 | -- | 91% | Not verified | — |
| Elect Director: Samuel A. DiPiazza, Jr., C.P.A. | 38,462,732 | -- | -- | 4,348,801 | -- | 90% | Not verified | — |
| Elect Director: Staci M. Pierce, J.D. | 38,715,447 | -- | -- | 4,096,086 | -- | 90% | Not verified | — |
| b) The ProAssurance Corporation 2024 Equity Incentive Plan was approved by the following vote: | 41,366,281 | 1,383,623 | 61,629 | -- | -- | 97% | Approved | — |
| c) The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2024 was ratified by the following vote: | 45,198,387 | 541,326 | 32,912 | -- | -- | 99% | Approved | — |
| 2 d) The 2023 compensation of our named executive officers was approved, on an advisory basis, by the following vote: | 36,404,470 | 6,348,151 | 58,912 | -- | -- | 85% | Approved | — |
Source: PROASSURANCE CORP., Form 8-K, filed with the SEC on May 22, 2024 — read the filing on EDGAR.
Each item below shows how the 215 asset managers that disclosed a PROASSURANCE CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of PROASSURANCE CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 6 wordings of this item as funds reported it.
90% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Bruce D. Angiolillo, J.D.
PROASSURANCE CORP.’s own tally for this item (“Elect Director: Bruce D. Angiolillo, J.D.”): 38,451,274 for, 4,360,259 withheld, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 5,805,313 | 0 | 0 | 0 | For |
| Vanguard | 5,642,087 | 0 | 0 | 0 | For |
| T. Rowe Price | 16,888 | 0 | 0 | 2,519,927 | Withhold |
| Dimensional | 2,384,225 | 0 | 0 | 0 | For |
| Fidelity | 1,065,551 | 0 | 0 | 0 | For |
| Allspring | 1,060,900 | 0 | 0 | 0 | For |
| Charles Schwab | 885,779 | 0 | 0 | 0 | For |
| State Street | 844,109 | 0 | 0 | 0 | For |
| John Hancock | 736,986 | 0 | 37,290 | 0 | For |
| Columbia Threadneedle | 761,090 | 0 | 0 | 0 | For |
| THIRD AVENUE TRUST | 612,146 | 0 | 0 | 0 | For |
| Invesco | 510,513 | 0 | 0 | 0 | For |
| American Century | 286,508 | 0 | 0 | 0 | For |
| Royce | 282,275 | 0 | 0 | 0 | For |
| Northwestern Mutual | 19,319 | 0 | 0 | 163,968 | Mixed |
| TIAA | 164,516 | 0 | 0 | 0 | For |
| Voya | 160,406 | 0 | 0 | 0 | For |
| Principal | 159,123 | 0 | 0 | 0 | For |
| Equitable | 78,391 | 0 | 0 | 62,800 | Mixed |
| Jackson National | 138,415 | 0 | 0 | 0 | For |
| Hartford | 133,506 | 0 | 0 | 0 | For |
| New York Life | 132,107 | 0 | 0 | 0 | For |
| Brighthouse | 117,440 | 0 | 0 | 7,110 | Mixed |
| HOTCHKIS & WILEY FUNDS /DE/ | 118,500 | 0 | 0 | 0 | For |
| Nationwide | 105,225 | 0 | 0 | 0 | For |
Fund voting reports, all 73 managers: 23,234,750 for, 2,753,805 withheld, 43,791 abstained, 5,370 unknown. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| TimesSquare Capital Management, LLC | 379,100 | 0 | 0 | 0 | For |
| Keel Point, LLC | 3,171 | 0 | 0 | 0 | For |
Institutional-manager reports, all 2 managers: 382,271 for.
Combines 6 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Richard J. Bielen, C.P.A.
PROASSURANCE CORP.’s own tally for this item (“Elect Director: Richard J. Bielen, C.P.A.”): 38,759,735 for, 4,051,798 withheld, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 5,805,313 | 0 | 0 | 0 | For |
| Vanguard | 5,642,087 | 0 | 0 | 0 | For |
| T. Rowe Price | 16,888 | 0 | 0 | 2,519,927 | Withhold |
| Dimensional | 2,384,225 | 0 | 0 | 0 | For |
| Fidelity | 1,065,551 | 0 | 0 | 0 | For |
| Allspring | 1,060,900 | 0 | 0 | 0 | For |
| Charles Schwab | 885,779 | 0 | 0 | 0 | For |
| State Street | 844,109 | 0 | 0 | 0 | For |
| John Hancock | 736,986 | 0 | 37,290 | 0 | For |
| Columbia Threadneedle | 761,090 | 0 | 0 | 0 | For |
| THIRD AVENUE TRUST | 612,146 | 0 | 0 | 0 | For |
| Invesco | 510,513 | 0 | 0 | 0 | For |
| American Century | 286,508 | 0 | 0 | 0 | For |
| Royce | 282,275 | 0 | 0 | 0 | For |
| Northwestern Mutual | 19,319 | 0 | 0 | 163,968 | Mixed |
| TIAA | 164,516 | 0 | 0 | 0 | For |
| Voya | 160,406 | 0 | 0 | 0 | For |
| Principal | 159,123 | 0 | 0 | 0 | For |
| Equitable | 141,191 | 0 | 0 | 0 | For |
| Jackson National | 138,415 | 0 | 0 | 0 | For |
| Hartford | 133,506 | 0 | 0 | 0 | For |
| New York Life | 132,107 | 0 | 0 | 0 | For |
| Brighthouse | 117,440 | 0 | 0 | 7,110 | Mixed |
| HOTCHKIS & WILEY FUNDS /DE/ | 118,500 | 0 | 0 | 0 | For |
| Nationwide | 105,225 | 0 | 0 | 0 | For |
Fund voting reports, all 73 managers: 23,297,550 for, 2,691,005 withheld, 43,791 abstained, 5,370 unknown. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| TimesSquare Capital Management, LLC | 379,100 | 0 | 0 | 0 | For |
| Keel Point, LLC | 3,171 | 0 | 0 | 0 | For |
Institutional-manager reports, all 2 managers: 382,271 for.
Combines 5 wordings of this item as funds reported it.
90% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Staci M. Pierce, J.D.
PROASSURANCE CORP.’s own tally for this item (“Elect Director: Staci M. Pierce, J.D.”): 38,715,447 for, 4,096,086 withheld, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 5,805,313 | 0 | 0 | 0 | For |
| Vanguard | 5,642,087 | 0 | 0 | 0 | For |
| T. Rowe Price | 16,888 | 0 | 0 | 2,519,927 | Withhold |
| Dimensional | 2,384,225 | 0 | 0 | 0 | For |
| Fidelity | 1,065,551 | 0 | 0 | 0 | For |
| Allspring | 1,060,900 | 0 | 0 | 0 | For |
| Charles Schwab | 885,779 | 0 | 0 | 0 | For |
| State Street | 844,109 | 0 | 0 | 0 | For |
| John Hancock | 736,986 | 0 | 37,290 | 0 | For |
| Columbia Threadneedle | 761,090 | 0 | 0 | 0 | For |
| THIRD AVENUE TRUST | 612,146 | 0 | 0 | 0 | For |
| Invesco | 510,513 | 0 | 0 | 0 | For |
| American Century | 286,508 | 0 | 0 | 0 | For |
| Royce | 282,275 | 0 | 0 | 0 | For |
| Northwestern Mutual | 19,319 | 0 | 0 | 163,968 | Mixed |
| TIAA | 164,516 | 0 | 0 | 0 | For |
| Voya | 160,406 | 0 | 0 | 0 | For |
| Principal | 159,123 | 0 | 0 | 0 | For |
| Equitable | 141,191 | 0 | 0 | 0 | For |
| Jackson National | 138,415 | 0 | 0 | 0 | For |
| Hartford | 133,506 | 0 | 0 | 0 | For |
| New York Life | 132,107 | 0 | 0 | 0 | For |
| Brighthouse | 117,440 | 0 | 0 | 7,110 | Mixed |
| HOTCHKIS & WILEY FUNDS /DE/ | 118,500 | 0 | 0 | 0 | For |
| Nationwide | 105,225 | 0 | 0 | 0 | For |
Fund voting reports, all 73 managers: 23,297,550 for, 2,691,005 withheld, 43,791 abstained, 5,370 unknown. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| TimesSquare Capital Management, LLC | 379,100 | 0 | 0 | 0 | For |
| Keel Point, LLC | 3,171 | 0 | 0 | 0 | For |
Institutional-manager reports, all 2 managers: 382,271 for.
Combines 4 wordings of this item as funds reported it.
89% Fund and manager reports combined; may count the same shares twice · no official result
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 5,805,313 | 0 | 0 | 0 | For |
| Vanguard | 5,642,087 | 0 | 0 | 0 | For |
| T. Rowe Price | 16,888 | 0 | 0 | 2,519,927 | Withhold |
| Dimensional | 2,384,225 | 0 | 0 | 0 | For |
| Fidelity | 1,065,551 | 0 | 0 | 0 | For |
| Allspring | 1,060,900 | 0 | 0 | 0 | For |
| Charles Schwab | 885,779 | 0 | 0 | 0 | For |
| State Street | 844,109 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 761,090 | 0 | 0 | 0 | For |
| Invesco | 510,513 | 0 | 0 | 0 | For |
| American Century | 286,508 | 0 | 0 | 0 | For |
| Royce | 282,275 | 0 | 0 | 0 | For |
| Northwestern Mutual | 19,319 | 0 | 0 | 163,968 | Mixed |
| TIAA | 164,516 | 0 | 0 | 0 | For |
| Voya | 160,406 | 0 | 0 | 0 | For |
| Principal | 159,123 | 0 | 0 | 0 | For |
| Equitable | 78,391 | 0 | 0 | 62,800 | Mixed |
| Hartford | 133,506 | 0 | 0 | 0 | For |
| New York Life | 132,107 | 0 | 0 | 0 | For |
| Brighthouse | 117,440 | 0 | 0 | 7,110 | Mixed |
| HOTCHKIS & WILEY FUNDS /DE/ | 118,500 | 0 | 0 | 0 | For |
| Nationwide | 105,225 | 0 | 0 | 0 | For |
| GuideStone | 81,449 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 77,287 | 0 | 0 | 0 | For |
| Prudential/PGIM | 74,944 | 0 | 0 | 0 | For |
Fund voting reports, all 58 managers: 21,599,774 for, 2,753,805 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| TimesSquare Capital Management, LLC | 379,100 | 0 | 0 | 0 | For |
| Keel Point, LLC | 3,171 | 0 | 0 | 0 | For |
Institutional-manager reports, all 2 managers: 382,271 for.
Combines 5 wordings of this item as funds reported it.
97% Approved · of votes cast
Description as filed by funds: Approval of the ProAssurance Corporation 2024 Equity Incentive Plan.
PROASSURANCE CORP.’s own tally for this item (“b) The ProAssurance Corporation 2024 Equity Incentive Plan was approved by the following vote:”): 41,366,281 for, 1,383,623 against — passed, per its Form 8-K filed May 22, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “b) The ProAssurance Corporation 2024 Equity Incentive Plan was approved by the following vote:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 5,805,313 | 0 | 0 | 0 | For |
| Vanguard | 5,642,087 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,536,815 | 0 | 0 | 0 | For |
| Dimensional | 2,384,225 | 0 | 0 | 0 | For |
| Fidelity | 1,065,551 | 0 | 0 | 0 | For |
| Allspring | 1,060,900 | 0 | 0 | 0 | For |
| Charles Schwab | 885,779 | 0 | 0 | 0 | For |
| State Street | 844,036 | 73 | 0 | 0 | For |
| John Hancock | 774,276 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 761,090 | 0 | 0 | 0 | For |
| THIRD AVENUE TRUST | 612,146 | 0 | 0 | 0 | For |
| Invesco | 510,513 | 0 | 0 | 0 | For |
| American Century | 0 | 286,508 | 0 | 0 | Against |
| Royce | 282,275 | 0 | 0 | 0 | For |
| Northwestern Mutual | 183,287 | 0 | 0 | 0 | For |
| TIAA | 164,516 | 0 | 0 | 0 | For |
| Voya | 160,406 | 0 | 0 | 0 | For |
| Principal | 159,123 | 0 | 0 | 0 | For |
| Equitable | 141,191 | 0 | 0 | 0 | For |
| Jackson National | 138,415 | 0 | 0 | 0 | For |
| Hartford | 133,506 | 0 | 0 | 0 | For |
| New York Life | 132,107 | 0 | 0 | 0 | For |
| Brighthouse | 124,550 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 118,500 | 0 | 0 | 0 | For |
| Nationwide | 105,225 | 0 | 0 | 0 | For |
Fund voting reports, all 75 managers: 25,616,554 for, 413,825 against, 5,370 unknown. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| TimesSquare Capital Management, LLC | 379,100 | 0 | 0 | 0 | For |
| LEAVELL INVESTMENT MANAGEMENT, INC. | 0 | 0 | 11,441 | 0 | Abstain |
| Keel Point, LLC | 3,171 | 0 | 0 | 0 | For |
| Boltwood Capital Management | 100 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 382,371 for, 11,441 abstained.
Combines 5 wordings of this item as funds reported it.
85% Approved · of votes cast
Description as filed by funds: ADVISORY VOTE ON EXECUTIVE COMPENSATION.
PROASSURANCE CORP.’s own tally for this item (“2 d) The 2023 compensation of our named executive officers was approved, on an advisory basis, by the following vote:”): 36,404,470 for, 6,348,151 against — passed, per its Form 8-K filed May 22, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “2 d) The 2023 compensation of our named executive officers was approved, on an advisory basis, by the following vote:”
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 5,805,313 | 0 | 0 | 0 | For |
| Vanguard | 5,642,087 | 0 | 0 | 0 | For |
| T. Rowe Price | 16,888 | 2,519,927 | 0 | 0 | Against |
| Dimensional | 2,384,225 | 0 | 0 | 0 | For |
| Fidelity | 1,065,551 | 0 | 0 | 0 | For |
| Allspring | 1,060,900 | 0 | 0 | 0 | For |
| Charles Schwab | 885,779 | 0 | 0 | 0 | For |
| State Street | 843,838 | 271 | 0 | 0 | For |
| John Hancock | 736,986 | 37,290 | 0 | 0 | For |
| Columbia Threadneedle | 761,090 | 0 | 0 | 0 | For |
| THIRD AVENUE TRUST | 0 | 612,146 | 0 | 0 | Against |
| Invesco | 510,513 | 0 | 0 | 0 | For |
| American Century | 0 | 286,508 | 0 | 0 | Against |
| Royce | 282,275 | 0 | 0 | 0 | For |
| Northwestern Mutual | 19,319 | 163,968 | 0 | 0 | Mixed |
| TIAA | 164,516 | 0 | 0 | 0 | For |
| Voya | 0 | 160,406 | 0 | 0 | Against |
| Principal | 159,123 | 0 | 0 | 0 | For |
| Equitable | 141,191 | 0 | 0 | 0 | For |
| Jackson National | 138,415 | 0 | 0 | 0 | For |
| Hartford | 133,506 | 0 | 0 | 0 | For |
| New York Life | 132,107 | 0 | 0 | 0 | For |
| Brighthouse | 117,440 | 0 | 7,110 | 0 | Mixed |
| HOTCHKIS & WILEY FUNDS /DE/ | 118,500 | 0 | 0 | 0 | For |
| Nationwide | 105,225 | 0 | 0 | 0 | For |
Fund voting reports, all 76 managers: 22,153,350 for, 3,910,267 against, 7,110 abstained, 5,370 unknown. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| T. Rowe Price | 157,226 | 3,927,191 | 0 | 0 | Against |
| Wellington | 2,682,063 | 0 | 0 | 0 | For |
| Northern Trust | 2,462,171 | 0 | 0 | 0 | For |
| Polar Capital Holdings Plc | 2,162,500 | 0 | 0 | 0 | For |
| State Street | 1,829,708 | 271 | 0 | 0 | For |
| Allspring | 1,241,841 | 0 | 0 | 0 | For |
| BlackRock | 1,214,987 | 41 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,114,526 | 0 | 0 | 0 | For |
| Charles Schwab | 898,946 | 0 | 0 | 0 | For |
| Renaissance | 596,523 | 0 | 0 | 0 | For |
| Invesco | 534,398 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 424,291 | 0 | 0 | 0 | For |
| TimesSquare Capital Management, LLC | 379,100 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 361,400 | 0 | 0 | 0 | For |
| JACOBS LEVY EQUITY MANAGEMENT, INC | 329,226 | 0 | 0 | 0 | For |
| Dimensional | 310,172 | 0 | 0 | 0 | For |
| American Century | 0 | 286,508 | 0 | 0 | Against |
| PRINCIPAL GLOBAL INVESTORS | 264,613 | 0 | 0 | 0 | For |
| Nuveen | 229,604 | 0 | 0 | 0 | For |
| State of New Jersey Common Pension Fund D | 214,966 | 0 | 0 | 0 | For |
| Voya | 52,859 | 160,406 | 0 | 0 | Mixed |
| Goldman Sachs | 161,529 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 151,752 | 0 | 0 | 0 | For |
| AQR | 144,199 | 0 | 0 | 0 | For |
| Two Sigma | 115,303 | 0 | 0 | 0 | For |
Institutional-manager reports, all 160 managers: 19,502,849 for, 4,831,996 against, 34 unknown. Showing the 25 largest; see all in the interactive database.
Combines 6 wordings of this item as funds reported it.
99% Approved · of votes cast
Description as filed by funds: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR.
PROASSURANCE CORP.’s own tally for this item (“c) The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2024 was ratified by the following vote:”): 45,198,387 for, 541,326 against — passed, per its Form 8-K filed May 22, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “c) The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2024 was ratified by the following vote:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 5,805,313 | 0 | 0 | 0 | For |
| Vanguard | 5,642,087 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,536,815 | 0 | 0 | 0 | For |
| Dimensional | 2,384,225 | 0 | 0 | 0 | For |
| Fidelity | 1,065,551 | 0 | 0 | 0 | For |
| Allspring | 1,060,900 | 0 | 0 | 0 | For |
| Charles Schwab | 885,779 | 0 | 0 | 0 | For |
| State Street | 844,036 | 73 | 0 | 0 | For |
| John Hancock | 774,276 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 761,090 | 0 | 0 | 0 | For |
| THIRD AVENUE TRUST | 612,146 | 0 | 0 | 0 | For |
| Invesco | 510,513 | 0 | 0 | 0 | For |
| American Century | 286,508 | 0 | 0 | 0 | For |
| Royce | 282,275 | 0 | 0 | 0 | For |
| Northwestern Mutual | 183,287 | 0 | 0 | 0 | For |
| TIAA | 164,516 | 0 | 0 | 0 | For |
| Voya | 160,406 | 0 | 0 | 0 | For |
| Principal | 159,123 | 0 | 0 | 0 | For |
| Equitable | 141,191 | 0 | 0 | 0 | For |
| Jackson National | 138,415 | 0 | 0 | 0 | For |
| Hartford | 133,506 | 0 | 0 | 0 | For |
| New York Life | 132,107 | 0 | 0 | 0 | For |
| Brighthouse | 117,440 | 0 | 7,110 | 0 | Mixed |
| HOTCHKIS & WILEY FUNDS /DE/ | 118,500 | 0 | 0 | 0 | For |
| Nationwide | 105,225 | 0 | 0 | 0 | For |
Fund voting reports, all 76 managers: 25,991,259 for, 72,358 against, 7,110 abstained, 5,370 unknown. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| TimesSquare Capital Management, LLC | 379,100 | 0 | 0 | 0 | For |
| Keel Point, LLC | 3,171 | 0 | 0 | 0 | For |
| Boltwood Capital Management | 100 | 0 | 0 | 0 | For |
Institutional-manager reports, all 3 managers: 382,371 for.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported.
| # | Asset manager | Shares voted |
|---|---|---|
| 1 | BlackRock | 5,805,313 |
| 2 | Vanguard | 5,642,087 |
| 3 | T. Rowe Price | 2,536,815 |
| 4 | Dimensional | 2,384,225 |
| 5 | Fidelity | 1,065,551 |
| 6 | Allspring | 1,060,900 |
| 7 | Charles Schwab | 885,779 |
| 8 | State Street | 844,109 |
| 9 | John Hancock | 774,276 |
| 10 | Columbia Threadneedle | 761,090 |
| # | Asset manager | Shares voted |
|---|---|---|
| 1 | T. Rowe Price | 4,084,417 |
| 2 | Wellington | 2,682,063 |
| 3 | Northern Trust | 2,462,171 |
| 4 | Polar Capital Holdings Plc | 2,162,500 |
| 5 | State Street | 1,829,979 |
| 6 | Allspring | 1,241,841 |
| 7 | BlackRock | 1,215,028 |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1,114,526 |
| 9 | Charles Schwab | 898,946 |
| 10 | Renaissance | 596,523 |
Shown as share counts, not percentages: no shares-outstanding figure has been matched to PROASSURANCE CORP. for the 2023-2024 season, so there is no denominator to divide by.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. This page is a static snapshot rebuilt weekly on November 1, 2026; a live search always shows the current data.
At PROASSURANCE CORP.'s shareholder meeting held May 22, 2024, in the 2023-2024 proxy season, 215 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,899 separate fund positions. Their filings are grouped here into 7 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — ADVISORY VOTE ON EXECUTIVE COMPENSATION. — PROASSURANCE CORP.'s filing reports the proposal as approved, with 85% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: PROASSURANCE CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 22, 2024.
PROASSURANCE CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025.
Download data (CSV): ballot items · votes by manager · column guide.