FalsePROGRESSIVE CORP/OH/000008066100000806612024-05-102024-05-10

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

Date of Report (Date of earliest event reported) May 10, 2024

 
THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)
Ohio001-0951834-0963169
(State or other jurisdiction of
incorporation)		(Commission File Number)(IRS Employer
Identification No.)
6300 Wilson Mills Road, Mayfield Village, Ohio 44143
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (440) 461-5000
Not Applicable
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 Par ValuePGRNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 10, 2024, the shareholders of The Progressive Corporation (the “Company”) approved The Progressive Corporation 2024 Equity Incentive Plan (the “2024 Plan”) at the Company’s Annual Meeting of Shareholders. A description of the material terms of the 2024 Plan is contained under the heading “Item 2: Proposal to Approve The Progressive Corporation 2024 Equity Incentive Plan” in the Company’s definitive proxy statement for the 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 25, 2024 and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the 2024 Plan, a copy of which is filed as Exhibit 10 to this Current Report and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) At the Company’s Annual Meeting of Shareholders held on May 10, 2024, 520,582,486 common shares were represented in person or by proxy.

(b) At the Annual Meeting, shareholders took the following actions:

•Proposal One - Shareholders elected each of the twelve directors named below. The votes cast with respect to each director were as follows:
DirectorTerm ExpiresForAgainstAbstainBroker Non-Votes
Danelle M. Barrett2025488,110,087 570,018 284,822 31,617,559 
Philip Bleser2025478,956,530 9,718,507 289,890 31,617,559 
Stuart B. Burgdoerfer2025468,782,789 19,871,594 310,544 31,617,559 
Pamela J. Craig2025485,302,078 3,382,329 280,520 31,617,559 
Charles A. Davis2025472,426,223 16,246,869 291,835 31,617,559 
Roger N. Farah2025460,795,244 27,858,187 311,496 31,617,559 
Lawton W. Fitt2025435,616,170 53,035,090 313,667 31,617,559 
Susan Patricia Griffith2025482,426,770 6,290,722 247,435 31,617,559 
Devin C. Johnson2025488,037,831 629,567 297,529 31,617,559 
Jeffrey D. Kelly2025474,960,992 13,699,882 304,053 31,617,559 
Barbara R. Snyder2025482,936,564 5,742,120 286,243 31,617,559 
Kahina Van Dyke2025487,995,282 676,489 293,156 31,617,559 

•Proposal Two - Approved the 2024 Plan. This proposal received 477,218,719 affirmative votes and 11,352,948 negative votes. There were 393,260 abstentions and 31,617,559 broker non-votes with respect to this proposal.

•Proposal Three - Cast an advisory vote approving the Company’s executive compensation program. This proposal received 462,732,451 affirmative votes and 25,627,253 negative votes. There were 605,223 abstentions and 31,617,559 broker non-votes with respect to this proposal.

•Proposal Four - Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. This proposal received 483,123,324 affirmative votes and 32,259,997 negative votes. There were 5,199,165 abstentions and no broker non-votes with respect to this proposal.

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•Proposal Five - Did not approve the shareholder proposal regarding a report on the Company’s diversity, equity, and inclusion efforts. This proposal received 6,688,626 affirmative votes and 480,287,526 negative votes. There were 1,988,775 abstentions and 31,617,559 broker non-votes with respect to this proposal.

Item 7.01 Regulation FD Disclosure.

On May 10, 2024, the Company’s Board of Directors (the “Board”) renewed the Company’s authorization
to repurchase up to 25 million of the Company’s common shares, $1.00 par value, and declared the
Company’s quarterly common share dividend in the amount of ten cents ($0.10) per share, payable on July
12, 2024, to shareholders of record on July 3, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 4.
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SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2024
                            THE PROGRESSIVE CORPORATION



                            By: /s/ Mariann Wojtkun Marshall
                            Name: Mariann Wojtkun Marshall
                        Title: Vice President and Chief Accounting Officer



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EXHIBIT INDEX

Exhibit No. Under Reg. S-K Item 601Form 8-K Exhibit No.
Description
1010
104104Cover Page Interactive Data File (the cover page tags are
embedded within the Inline XBRL document)

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