PROASSURANCE CORP. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of Directors: Maye Head Frei

PROASSURANCE CORP.’s own tally for this item (“Elect Director: Maye Head Frei”): 38,381,452 for, 1,888,311 withheld, per its Form 8-K filed May 21, 2025 (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: Elected, in the filing’s own words: “ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS At the Annual Meeting of Stockholders of ProAssurance, held on May 21, 2025, our shareholders voted on three proposals with the following outcomes: a) Samuel A. DiPiazza, Jr., C.P.A., Maye Head Frei, and Scott C. Syphax were elected…”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 69 asset managers below reported 22,006,336 for, 93,715 withheld, 4 abstained.

Showing the 25 largest of 69 asset managers. See all 69 in the interactive database.

Description as filed by funds: Election of Directors: Scott C. Syphax

PROASSURANCE CORP.’s own tally for this item (“Elect Director: Scott C. Syphax”): 38,005,539 for, 2,264,224 withheld, per its Form 8-K filed May 21, 2025 (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: Elected, in the filing’s own words: “ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS At the Annual Meeting of Stockholders of ProAssurance, held on May 21, 2025, our shareholders voted on three proposals with the following outcomes: a) Samuel A. DiPiazza, Jr., C.P.A., Maye Head Frei, and Scott C. Syphax were elected…”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 69 asset managers below reported 21,746,814 for, 353,238 withheld, 3 abstained.

Showing the 25 largest of 69 asset managers. See all 69 in the interactive database.

The 52 asset managers below reported 14,731,898 for, 93,745 withheld. 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.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: To adopt the Agreement and Plan of Merger, dated as of March 19, 2025 (as amended or modified from time to time, the "merger agreement"), among ProAssurance, The Doctors Company and Jackson Acquisition Corporation, a wholly owned subsidiary of The Doctors Company ("Merger Sub") (the "merger proposal"), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into ProAssurance, the separate corporate existence of Merger Sub will cease, and ProAssurance will survive the merger as a wholly owned subsidiary of The Doctors Company (the "merger");

PROASSURANCE CORP.’s own tally for this item (“The proposal to adopt the Merger Agreement, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into ProAssurance, the separate corporate existence of Merger Sub w”): 38,225,337 for, 363,050 against, per its Form 8-K filed June 24, 2025 (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: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 18,453,446 for, 1 against, 0 abstained.

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

The 2 asset managers below reported 60,316 for. 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.

Description as filed by funds: To adjourn the special meeting from time to time, if necessary, as determined in good faith by the ProAssurance board of directors, including for the purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes at the time of the special meeting to approve the merger proposal.

The 73 asset managers below reported 17,552,276 for, 894,016 against, 7,110 abstained. 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.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

The 2 asset managers below reported 60,316 for. 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.

Description as filed by funds: Advisory vote on executive compensation.

PROASSURANCE CORP.’s own tally for this item (“c) The 2024 compensation of our named executive officers was approved, on an advisory basis, by the following vote:”): 38,143,958 for, 2,085,964 against — passed, per its Form 8-K filed May 21, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “c) The 2024 compensation of our named executive officers was approved, on an advisory basis, by the following vote:”
Support: 95% 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).

Fund voting reports, all 72 managers: 21,492,154 for, 717,280 against, 7,110 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 183 managers: 19,244,485 for, 1,130,762 against, 405 not voted, 3,721 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by ProAssurance to its named executive officers that is based on or otherwise relates to the merger; and

PROASSURANCE CORP.’s own tally for this item (“2. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by ProAssurance to its named executive officers that is based on or otherwise relates to the merger”): 31,191,544 for, 7,185,578 against, per its Form 8-K filed June 24, 2025 (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: 81% 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).

Fund voting reports, all 72 managers: 16,656,789 for, 1,789,503 against, 7,110 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 170 managers: 13,586,523 for, 3,913,281 against, 2,509 abstained. Showing the 25 largest; see all in the interactive database.

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.

Fund voting reports, all 2 managers: 60,316 for.

Institutional-manager reports, all 3 managers: 670,463 for.

Description as filed by funds: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR.

PROASSURANCE CORP.’s own tally for this item (“b) The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2025, was ratified by the following vote:”): 44,465,822 for, 477,944 against — passed, per its Form 8-K filed May 21, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “b) The selection of Ernst & Young, LLP as our independent auditing firm for the fiscal year ending December 31, 2025, was ratified by the following vote:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 73 asset managers below reported 22,185,260 for, 24,174 against, 7,110 abstained.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.