FalsePROGRESSIVE CORP/OH/000008066112/3100000806612021-05-072021-05-07

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 7, 2021

 
THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 001-09518 34-0963169
(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (I.R.S. 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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 Par Value PGR New 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 (§204.12b-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. ¨

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Effective May 7, 2021, The Progressive Corporation's Board of Directors approved an amendment to its Code of Regulations reducing the size of the Board from 13 to 12 members. The amended language is set forth in Exhibit 3 hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual Meeting of Shareholders held on May 7, 2021, 497,977,658 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:
Director Term Expires For Against Abstain Broker Non-Votes
Philip Bleser 2022 459,157,654  3,508,511  345,605  34,965,888 
Stuart B. Burgdoerfer 2022 449,421,493  13,221,919  368,358  34,965,888 
Pamela J. Craig 2022 461,734,934  989,938  286,898  34,965,888 
Charles A. Davis 2022 452,172,926  10,470,345  368,499  34,965,888 
Roger N. Farah 2022 441,046,607  21,678,950  286,213  34,965,888 
Lawton W. Fitt 2022 415,021,210  47,616,361  374,199  34,965,888 
Susan Patricia Griffith 2022 459,826,603  2,954,701  230,466  34,965,888 
Devin C. Johnson 2022 462,037,884  687,016  286,870  34,965,888 
Jeffrey D. Kelly 2022 460,143,541  2,494,507  373,722  34,965,888 
Barbara R. Snyder 2022 461,117,730  1,592,294  301,746  34,965,888 
Jan E. Tighe 2022 462,114,670  640,265  256,835  34,965,888 
Kahina Van Dyke 2022 462,072,033  654,110  285,627  34,965,888 

Proposal Two - Cast an advisory vote approving our executive compensation program. This proposal received 439,348,582 affirmative votes and 22,960,776 negative votes. There were 702,412 abstentions and 34,965,888 broker non-votes with respect to this proposal.

Proposal Three - Ratified the appointment of PricewaterhouseCoopers LLP as The Progressive Corporation's independent registered public accounting firm for 2021. This proposal received 458,707,664 affirmative votes and 38,934,075 negative votes. There were 335,919 abstentions and no broker non-votes with respect to this proposal.

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 12, 2021
                            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 601 Form 8-K Exhibit No.
Description
3 3
104 104 Cover Page Interactive Data File (the cover page tags are
embedded within the Inline XBRL document).


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