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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.    )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary proxy statement
¨   Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
¨   Definitive proxy statement
x   Definitive additional materials
¨   Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

ProAssurance Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy statement, if Other Than the Registrant)
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¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
The filing fee of $            was calculated on the basis of the information that follows:
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Title of each class of securities to which transaction applies:

 

 

   

 

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Aggregate number of securities to which transaction applies:

 

 

   

 

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¨   Fee paid previously with preliminary materials.
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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 16, 2012

PROASSURANCE CORPORATION

PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209

Meeting Information

Meeting Type: Annual<mtgtype>Meeting

For holders as of: March<recdate>23,2012

Date: May 16, 2012 Time: 9:00<mtgtime>AMCDT Location: ProAssurance Corporation

5th Floor

100 Brookwood Place

Birmingham, AL 35209

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

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See the reverse side of this notice to obtain proxy materials and voting instructions.

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Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1.

 

Annual Report2. Notice & Proxy Statement

How to View Online: ?

Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX(located on the

following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

BY INTERNET: www.proxyvote.com

BY TELEPHONE: 1-800-579-1639

BY E-MAIL*: sendmaterial@proxyvote.com

If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked

XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 02, 2012 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box

marked by the arrow

?

XXXX XXXX XXXX

available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting items

The Board of Directors recommends you vote

FOR the following:

Election of Directors

Nominees

01 M. James Gorrie 02 Anthony R. Tersigni 03 Frank A. Spinosa 04 Thomas A. S. Wilson Jr. 05 **John J. McMahon Jr.**

The Board of Directors recommends you vote FOR proposals 2 and 3.

To ratify the appointment of Ernst & Young LLP as independent auditors

An advisory vote to approve the compensation of our named executive officers disclosed in this proxy statement

Such other business as may properly come before the meeting or any adjournment thereof.

NOTE: **The election of Director #5 (John J. McMahon Jr.), which is item 2 on the Proxy Statement is for a Class III director, to serve a one (1) year term until the 2013 annual meeting and until such director’s successor is elected and qualified.

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