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)

 

 

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.”

 

 

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.

 

 

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.

 

1

 

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

 

 

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.

 

 

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.

 

2