The Notice was provided pursuant to an Order of a U.S. District Court because you or someone in your family or an investment account for which you serve as custodian may have purchased or otherwise acquired ProAssurance common stock during the period between August 8, 2018 and May 7, 2020, inclusive (the “Class Period”).

The Notice explains the class action lawsuit, the Settlement, Settlement Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of the Litigation is the United States District Court for the Northern District of Alabama, and the case is known as Sheet Metal Workers Local 19 Pension Fund v. ProAssurance Corporation, et al., Case No. 2:20-cv-00856. The case has been assigned to the Honorable R. David Proctor. The institutions representing the Settlement Class are the Lead Plaintiffs, and the Company and individuals they sued and who have now settled are called the Defendants.

A brief background of this case is provided on pages 4-5 of the Notice, and is also summarized on this website. We do not have any more information regarding the background of this case beyond what is provided in the Notice and posted case documents.

The Court directed that everyone who fits this description is a Settlement Class Member: all Persons who purchased or otherwise acquired ProAssurance common stock between August 8, 2018 and May 7, 2020, inclusive, and were alleged to be damaged thereby, except those Persons and entities that are excluded.

Excluded from the Settlement Class are: (i) the Defendants; (ii) the current and Class Period officers and directors of ProAssurance; (iii) the Immediate Family Members of the Individual Defendants; and (iv) the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded party and any entity in which such excluded persons have or had a controlling interest. Also excluded from the Settlement Class is any Person who would otherwise be a Member of the Settlement Class but who validly and timely requests exclusion by submitting a request for exclusion in accordance with the requirements set forth in the Notice.

Please Note: Receipt of the Notice does not mean that you are a Settlement Class Member or that you will be entitled to receive a payment from the Settlement. If you are a Settlement Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Proof of Claim that is being distributed with the Notice and the required supporting documentation as set forth therein postmarked or submitted online on or before November 30, 2023.

We are unable to advise regarding claim eligibility prior to receiving and processing a Proof of Claim submission. We cannot be more specific than the information which has been included in the Notice and cannot interpret how the Notice or Plan of Allocation may apply to a specific claim prior to processing.

Please read the Notice and Settlement Class definition carefully and decide whether or not you wish to submit a Proof of Claim. If you are still not certain of eligibility and want for us to determine eligibility, you will need to submit a Proof of Claim along with supporting documentation for your transactions.

Email is not an acceptable submission method and claims submitted via email will not be reviewed for eligibility. As indicated in the general instructions for the Proof of Claim and Release, you must submit your claim via the online form on this website or you can mail your completed and signed Proof of Claim and Release addressed as follows:

ProAssurance Securities Settlement
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box 301133
Los Angeles, CA 90030-1133

If submitting via the online form, the link is found on the “File Claim” tab under the header “Submit Your Proof of Claim Online.”

The Settlement provides that, in exchange for the release of the Released Plaintiffs’ Claims (as defined in the Notice) and dismissal of the Litigation with prejudice, ProAssurance will pay or cause to be paid $28,000,000 in cash to be distributed after Taxes, Tax Expenses, Notice and Administration Expenses, and any Court-approved attorneys’ fees and expenses, pro rata, to Settlement Class Members who send in a valid Proof of Claim pursuant to the Court-approved Plan of Allocation. The Plan of Allocation is described in more detail at the end of the Notice.

At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement. Your share of the Net Settlement Fund will depend on several things, including the total dollar amount of claims represented by the valid Proofs of Claim and Release that Settlement Class Members send in, compared to the dollar amount of your claim, all as calculated under the Plan of Allocation.

The Court ordered that the law firms of Robbins Geller Rudman & Dowd LLP and Saxena White P.A. represent the Settlement Class Members, including you. Robbins Geller and Saxena White are called Lead Counsel.

The Court will hold a Settlement Hearing on January 17, 2024 at 10:00 a.m. EST before Judge R. David Proctor, at the United States District Court for the Northern District of Alabama, Hugo L. Black U.S. Courthouse, 1729 5th Avenue North, Birmingham, AL 35203. At the hearing, the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable, and adequate. If there are objections, the Court will consider them, even if you do not ask to speak at the hearing. The Court will listen to people who have asked to speak at the hearing. The Court may also decide how much to pay to Lead Counsel and Lead Plaintiffs. After the Settlement Hearing, the Court will decide whether to approve the Settlement and the Plan of Allocation. We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Settlement Class Members.

No. Lead Counsel will answer any questions the Court may have. But you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as your written objection is received no later than December 22, 2023, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Settlement Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

If you object to the Settlement, the Plan of Allocation, and/or Lead Counsel’s fee and expense application, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection a statement saying that it is your “Notice of Intention to Appear in the ProAssurance Securities Settlement.” Persons who intend to object to the Settlement, the Plan of Allocation, and/or any attorneys’ fees and expenses to be awarded to Lead Counsel or Lead Plaintiffs and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and copies of any exhibits they intend to introduce into evidence at the Settlement Hearing. Your notice of intention to appear must be received no later than December 22, 2023 and addressed to the Office of the Clerk, Lead Counsel, and Defendants’ Counsel, at the addresses listed in the Notice.

You cannot speak at the hearing if you exclude yourself from the Settlement Class.

We do not hold stock records here. Gilardi & Company, LLC is a third-party administrator appointed by the Court to notify potential claimants. We are provided with names and addresses of potential claimants in order to notify individuals of settlements but do not have access for your investment records. We recommend you contact the institution where you held your shares and request proof or supporting documentation for your claim.

A claim should be submitted for each separate legal entity (e.g., a Claim Form of joint owners should not include separate transactions of just one of the joint owners, and an individual with transactions made solely in the individual’s name).

Conversely, a single Claim Form should be submitted on behalf of one legal entity including all transactions made by that entity on one Claim Form, no matter how many separate accounts that entity has (e.g., a corporation with multiple brokerage accounts should include all transactions made in all accounts on one Claim Form).

When filing on behalf of a deceased beneficial owner or their estate, you can submit a claim in the name of the individual, or, if an estate exists, you can submit on behalf of the estate. Note that any settlement proceeds will be made payable to the estate if that is how you submit that claim. The same rule applies for IRA's and other account types.

The claim submission should include a copy of the death certificate as well as proof of authority to file. As you are submitting a claim form as a representative on behalf of someone else (e.g. as an executor, administrator, trustee or other representative), you must document your authority to file on their (or their estate’s) behalf. Proof of authority can include a copy of the Last Will and Testament, Letters Testamentary, evidence of probate, proof of authority as executor or beneficiary and/or any other testamentary provisions of the deceased person. Do not send originals as any documents submitted with your claim will not be returned.

Depending on whether you submit on behalf of the individual on behalf of the estate, please provide the appropriate TIN or SSN. Then sign the claim form.

The claim must be submitted for the benefit of the actual beneficial owner/purchaser of the shares or their estate. Do not submit the claim in the name of the deceased person’s family or other heirs. We must issue the check to the actual beneficial owner/purchaser of the shares. We cannot issue any applicable check in the name of the deceased person’s family, beneficiaries or other heirs.

Sufficient documentation will provide all of the required transaction information. Typically, the required detail is transaction date, number of shares and total transaction price. Suggested forms of documentation are photocopies of stockbrokers' confirmation slips or stockbrokers' monthly statements reflecting your opening and closing balances for the months specified on the claim form, and in which transactions during the relevant period occurred.

Stock certificates are not considered a sufficient form of documentation as they do not provide the necessary trade date and transaction price information. We are also unable to accept handwritten documents, self-prepared tax forms or spreadsheets, or statements that are illegible due to document quality.

The Claims Administrator does not have the authority to grant extensions beyond the deadline. You are welcome to submit a Proof of Claim at this time understanding that it will be considered late. If you desire, you may also include a brief letter explaining why your claim is late.

We will process all late claims received, and as much as possible, include that information with our recommendations to Counsel. We generally recommend that late claims which are otherwise valid and eligible be considered for distribution, but it will be up to the Court and/or Counsel to determine whether or not late claims will receive consideration in this matter.

The Court will hold a Settlement Hearing on January 17, 2024 at 10:00 a.m. EST, to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Proofs of Claim to be processed. Please be patient.

Processing time on our cases can take an average of 9 to 12 months from the filing deadline. Once processing is complete, we must then wait for authorization from Counsel and/or the Court before we can distribute the funds which can take several additional months.

Please understand that this is an estimated timeframe for processing based on our experience which does not guarantee that all case processing will be completed within nine months. Processing time varies from case to case and some cases may take more or less based on the specifics of that case settlement.

If your claim has been received and we have any questions or need additional information or documentation to assist in the processing of your claim, we will contact you by using one or more of the contact methods (phone, e-mail, mail) which you listed on your claim form submission.

We will not have the final claim payout amount available until we have processed all of the claims, calculated the total loss of claims filed and received approval from the Court and/or Counsel.

We appreciate your patience as accurate claims processing takes time.

If you do nothing, you will not receive any money from this Settlement. In addition, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants and their Related Parties about the Released Plaintiff's Claims in this case.