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 13, 2022
THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Ohio | 001-09518 | 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:
☐ 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 (§240.12b-2 of this chapter).
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 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual Meeting of Shareholders held on May 13, 2022, 507,745,976 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 | 2023 | 471,110,103 | | | 5,551,524 | | | 505,222 | | | 30,579,127 | | |
| Stuart B. Burgdoerfer | 2023 | 454,769,249 | | | 21,929,748 | | | 467,852 | | | 30,579,127 | | |
| Pamela J. Craig | 2023 | 469,908,468 | | | 6,856,911 | | | 401,470 | | | 30,579,127 | | |
| Charles A. Davis | 2023 | 465,829,649 | | | 10,915,670 | | | 421,530 | | | 30,579,127 | | |
| Roger N. Farah | 2023 | 445,392,018 | | | 31,311,437 | | | 463,394 | | | 30,579,127 | | |
| Lawton W. Fitt | 2023 | 418,217,995 | | | 57,117,122 | | | 1,831,732 | | | 30,579,127 | | |
| Susan Patricia Griffith | 2023 | 473,156,099 | | | 3,632,321 | | | 378,429 | | | 30,579,127 | | |
| Devin C. Johnson | 2023 | 475,401,479 | | | 939,889 | | | 825,481 | | | 30,579,127 | | |
| Jeffrey D. Kelly | 2023 | 470,757,597 | | | 5,591,740 | | | 817,512 | | | 30,579,127 | | |
| Barbara R. Snyder | 2023 | 472,847,198 | | | 2,721,145 | | | 1,598,506 | | | 30,579,127 | | |
| Jan E. Tighe | 2023 | 471,345,839 | | | 4,207,199 | | | 1,613,811 | | | 30,579,127 | | |
| Kahina Van Dyke | 2023 | 473,432,954 | | | 2,130,551 | | | 1,603,344 | | | 30,579,127 | | |
•Proposal Two - Approved The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan. This proposal received 462,536,749 affirmative votes and 12,941,689 negative votes. There were 1,688,411 abstentions and 30,579,127 broker non-votes with respect to this proposal.
•Proposal Three - Cast an advisory vote approving our executive compensation program. This proposal received 445,597,431 affirmative votes and 28,761,540 negative votes. There were 2,807,878 abstentions and 30,579,127 broker non-votes with respect to this proposal.
•Proposal Four - Ratified the appointment of PricewaterhouseCoopers LLP as The Progressive Corporation's independent registered public accounting firm for 2022. This proposal received 476,098,256 affirmative votes and 25,600,829 negative votes. There were 6,046,891 abstentions and no broker non-votes with respect to this proposal.
Item 8.01 Other Events.
On May 13, 2022, the shareholders of The Progressive Corporation (the “Company”) approved the Amended and Restated 2017 Directors Equity Incentive Plan (the “Amended Plan”) at the Company’s Annual Meeting of Shareholders. A description of the material terms of the Amended Plan is contained under the heading “Item 2: Approve The Progressive Corporation Amended And Restated 2017 Directors Equity Incentive Plan” in the Company’s definitive proxy statement for the 2022 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 28, 2022 and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the Amended Plan, a copy of which is filed as Exhibit 10 to this Current Report and is incorporated herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See exhibit index on page 5.
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 16, 2022
THE PROGRESSIVE CORPORATION
By: /s/ Mariann Wojtkun Marshall
Name: Mariann Wojtkun Marshall
Title: Vice President and Chief Accounting Officer
EXHIBIT INDEX
| | | | | | | | | | | | | | |
| Exhibit No. Under Reg. S-K Item 601 | | Form 8-K Exhibit No. | |
Description |
| 10 | | 10 | | |
| 104 | | 104 | | Cover Page Interactive Data File (the cover page tags are
embedded within the Inline XBRL document).
|
