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Published: 2021-05-12 15:00:58 ET
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pgr-20210507
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)
Ohio001-0951834-0963169
(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 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 (§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:
DirectorTerm ExpiresForAgainstAbstainBroker Non-Votes
Philip Bleser2022459,157,654 3,508,511 345,605 34,965,888 
Stuart B. Burgdoerfer2022449,421,493 13,221,919 368,358 34,965,888 
Pamela J. Craig2022461,734,934 989,938 286,898 34,965,888 
Charles A. Davis2022452,172,926 10,470,345 368,499 34,965,888 
Roger N. Farah2022441,046,607 21,678,950 286,213 34,965,888 
Lawton W. Fitt2022415,021,210 47,616,361 374,199 34,965,888 
Susan Patricia Griffith2022459,826,603 2,954,701 230,466 34,965,888 
Devin C. Johnson2022462,037,884 687,016 286,870 34,965,888 
Jeffrey D. Kelly2022460,143,541 2,494,507 373,722 34,965,888 
Barbara R. Snyder2022461,117,730 1,592,294 301,746 34,965,888 
Jan E. Tighe2022462,114,670 640,265 256,835 34,965,888 
Kahina Van Dyke2022462,072,033 654,110 285,627 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 601Form 8-K Exhibit No.
Description
33
104104Cover Page Interactive Data File (the cover page tags are
embedded within the Inline XBRL document).


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