10-K 1 form10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-K For the Fiscal Year Ended December 31, 2018 PROTECTIVE INSURANCE CORPORATION Washington, D.C. 20549 ☒ ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number: 0-5534 (Exact Name of Registrant as Specified in Its Charter) Indiana (State or Other Jurisdiction of Incorporation or Organization) 111 Congressional Boulevard, Carmel, Indiana (Address of Principal Executive Offices) 35-0160330 (I.R.S. Employer Identification No.) 46032 (Zip Code) Registrant's telephone number, including area code: (317) 636-9800 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐  No  ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐  No  ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No  ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒  No  ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K or any amendment to this Form 10-K.  ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer  ☐ Non-accelerated filer  ☐ Accelerated filer  ☒ Smaller reporting company  ☐ Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☒ The aggregate market value of Class A and Class B Common Stock held by non-affiliates of the Registrant as of June 29, 2018, based on the closing trade prices on that date, was approximately $265,014,000. DOCUMENTS INCORPORATED BY REFERENCE The number of shares outstanding of each of the issuer's classes of common stock as of March 1, 2019: Securities registered pursuant to Section 12(b) of the Act: (Title of class) Name of Each Exchange on which Registered Class A Common Stock, No Par Value The Nasdaq Stock Market LLC Class B Common Stock, No Par Value The Nasdaq Stock Market LLC Common Stock, No Par Value: Class A (voting) 2,615,339  Class B (nonvoting) 12,234,130  14,849,469 