Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 25, 2020, the Board of Directors (the "Board") of Positive Physicians
Holdings, Inc. (the "Company") accepted the resignations of Craig A. Huff and
James L. Zech. Mr. Huff and Mr. Zech did not resign from the Board as a result
of any disagreement with the Company on any matter relating to its operations,
policies or practices. Mr. Zech had also served as a member of the Company's
Audit and Compensation Committees of the Board.
On March 25, 2020, the Company's Board also appointed Jack Sun as a member of
the Board, effective immediately. As of the time of this filing, the Board has
not made a final determination regarding the committees of the Board, if any, to
which Mr. Sun will be appointed.
Mr. Sun is a Vice President of Insurance Capital Group, the majority owner of
the Company, and he previously was a Vice President at Reservoir Capital Group,
where he was a member of the investment team. Prior to that, Mr. Sun was an
investment professional at Centerbridge Partners, where he focused on the firm's
distressed credit and private equity opportunities, and he began his career at
Lazard in the Restructuring Group. Mr. Sun received an A.B. in Economics with a
secondary in Statistics from Harvard College.
In connection with the changes noted above, the size of the Company's Board was
decreased from nine to eight members.
Item 8.01 Other Events
Due to the outbreak of, and local, state and federal governmental responses to,
the COVID-19 coronavirus pandemic, Positive Physicians Holdings, Inc. (the
"Company") is filing this Current Report on Form 8-K to report that it will be
relying on an order issued by the Securities and Exchange Commission (the "SEC")
on March 25, 2020 (which extended and superseded a prior order issued on March
4, 2020), pursuant to Section 36 of the Securities Exchange Act of 1934, as
amended (Release No. 34-88465) (the "Order"), regarding exemptions granted to
certain public companies. The Order allows a registrant to delay the filing of
certain reports required to be filed with the SEC, including its Annual Report
on Form 10-K for the year ended December 31, 2019 (the "Annual Report"), up to
an additional 45 days after the original due date if a registrant's ability to
file such report timely is affected due to COVID-19.
The Company's operations and business have experienced disruptions due to the
conditions surrounding the COVID-19 pandemic spreading throughout the United
States. These disruptions include, but are not limited to: office closures and
the distraction to maintaining operation continuance during remote operations
due to suggested, and mandated, illness, social quarantining and work from home
orders. The Company's management has devoted substantial time and attention to
assessing the potential impact of COVID-19 and those events on the Company's
operations and financial position and developing operational and financial plans
to address those matters, which has diverted management resources from
completing all of the tasks necessary to file the Annual Report by its March 30,
2020 due date.
As a result, the Company is relying on the Order and delaying the filing of its
Annual Report. The Company expects to file its Annual Report by no later than
May 14, 2020, 45 days after the original due date of its Annual Report.
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POSITIVE PHYSICIANS HOLDINGS, INC. 
