-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MP/II95gdY67kbpV4LstBcjVlQ2my6x8PocAgLmzHU5oPSSsBWQGEXcmWvNopj1x GI2eMeaRbhChP/KQdHXVdQ== 0000950152-06-002638.txt : 20060329 0000950152-06-002638.hdr.sgml : 20060329 20060329105449 ACCESSION NUMBER: 0000950152-06-002638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060324 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060329 DATE AS OF CHANGE: 20060329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROGRESSIVE CORP/OH/ CENTRAL INDEX KEY: 0000080661 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 340963169 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09518 FILM NUMBER: 06717158 BUSINESS ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 BUSINESS PHONE: 4404615000 MAIL ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 8-K 1 l19353ae8vk.htm THE PROGRESSIVE CORPORATION 8-K The Progressive Corporation 8-K
 

 
 
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) March 24, 2006
THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)
         
Ohio   1-9518   34-0963169
 
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01 Entry Into a Material Definitive Agreement
On March 24, 2006, the Compensation Committee of the Board of Directors of The Progressive Corporation (the “Company”) approved awards of restricted stock to executive officers and certain other employees of the Company under The Progressive Corporation 2003 Incentive Plan (the “Plan”). In addition to restricted stock awards that are scheduled to vest with the passage of time (subject to the provisions of the Plan and the applicable award agreement), certain executive officers and other senior managers received performance-based awards that included the following vesting criteria:
Subject to the terms and conditions of the Plan and the applicable award agreement, each participant’s rights in and to the shares of restricted stock awarded to him or her will vest on the date of the public dissemination by the Company of a news release reporting earnings for the Company and its subsidiaries for a fiscal month which is the final month of a period of twelve (12) consecutive fiscal months during which period the Company and its subsidiaries have generated net earned premiums of $20.0 billion or more and achieved an average combined ratio of 96 or less.
The Company’s named executive officers received the following awards:
                             
                Performance-    
        Time-Based   Based Restricted   Total Restricted
Name   Position   Restricted Shares   Shares   Shares
Glenn M. Renwick
   President & Chief Executive Officer     35,412       35,410       70,822  
W. Thomas Forrester
   Vice President and Chief Financial Officer     4,722       5,900       10,622  
Alan R. Bauer
   Direct Group President     4,155       4,155       8,310  
Brian J. Passell
   Claims Group President     4,014       4,415       8,429  
Robert T. Williams
   Drive Group President     4,533       4,760       9,293  

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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: March 29, 2006
             
    THE PROGRESSIVE CORPORATION    
 
            
 
  By:   /s/ Jeffrey W. Basch    
 
           
 
  Name:   Jeffrey W. Basch    
 
  Title:   Vice President and Chief Accounting Officer    

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