- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 07 2010 - 11:05AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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Protective Life Corp.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying value
of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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PROTECTIVE
LIFE CORPORATION
SUPPLEMENTAL
PROXY MATERIALS
APRIL
7, 2010
Due to an administrative
error, the Proxy Statement for our 2010 annual meeting of share owners
misstated the number of shares of our common stock outstanding on the record
date and entitled to vote at the meeting.
(We inadvertently included Treasury shares in the number we
provided.) The correct number of shares
is 85,592,950 (and not 88,776,960 shares, as shown on pages 1 and 18 of
the Proxy Statement). Also, the
percentages of our common stock held by certain share owners as of the annual
meeting record date (as shown on page 18) were stated incorrectly. The correct percentages are: All current directors and executive officers
as a group (22 persons)1.11%; BlackRock, Inc.5.44%; and FRM LLC11.83%.
A copy of the amendment to
the Proxy Statement is on the other side of this document. We apologize for any confusion this error may
have caused.
DEFINITIVE
ADDITIONAL MATERIAL
RELATED
TO PROXY STATEMENT
FILED MARCH 31,
2010
I. Protective Life Corporation (Protective)
hereby amends its Definitive Proxy Statement filed on March 31, 2010 (Definitive
Proxy Statement) to amend the question and answer on page 1 regarding the
number of shares entitled to vote as follows:
How many shares are
entitled to vote at the annual meeting?
On March 12, 2010,
85,592,950 shares of common stock were outstanding and entitled to vote at the
meeting. Each share of common stock is
entitled to one vote on each proposal.
II. Protective hereby amends its
Definitive Proxy Statement to amend the percentage ownership of Protectives
common stock held by certain groups and by 5% or more beneficial owners, and to
amend the number of shares outstanding on March 12, 2010 (as shown on page 18
of the Definitive Proxy Statement), as follows:
Security
Ownership of Certain Beneficial Owners and Management
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Amount and Nature of
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Beneficial Ownership (1)
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Percent of
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Name of Beneficial Owner
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Sole Power (2)
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Shared Power (2)
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Class (1)
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******************************************************************************
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All current directors and
executive officers as a group (22 persons)
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823,046
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(3)(4)
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127,305
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1.11
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%
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5% or More Beneficial
Owners:
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BlackRock, Inc.
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4,658,238
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(6)
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0
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5.44
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%
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FRM LLC
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10,123,268
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(7)
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0
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11.83
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%
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* less than 1%
The number of shares reported
includes shares that are deemed to be beneficially owned under SEC
regulations. Under these regulations, a
person is generally deemed to beneficially own shares as to which such person
holds or shares, directly or indirectly, through any contract, relationship,
arrangement, understanding or otherwise, either voting power or investment
power. The total number of shares
beneficially owned is subdivided, where applicable, into two categories: shares as to which voting/investment power is
held solely and shares as to which voting/investment power is shared. The percentage calculation is based on the
aggregate number of shares beneficially owned and on 85,592,950 shares of
common stock outstanding on March 12, 2010.
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