false0000080661PROGRESSIVE CORP/OH/ 0000080661 2020-05-08 2020-05-08


 
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, 2020 (May 8, 2020)

 
 
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 5.07 Submission of Matters to a Vote of Security Holders.

(a) At the Annual Meeting of Shareholders held on May 8, 2020, 489,894,214 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
2021
451,750,091

 
919,475

 
1,788,919

 
35,435,729

 
Stuart B. Burgdoerfer
2021
438,626,396

 
14,067,230

 
1,764,859

 
35,435,729

 
Pamela J. Craig
2021
451,839,281

 
884,857

 
1,734,347

 
35,435,729

 
Charles A. Davis
2021
440,557,825

 
13,528,390

 
372,270

 
35,435,729

 
Roger N. Farah
2021
440,112,214

 
12,553,000

 
1,793,271

 
35,435,729

 
Lawton W. Fitt
2021
404,733,018

 
43,470,075

 
6,255,392

 
35,435,729

 
Susan Patricia Griffith
2021
447,840,313

 
6,355,855

 
262,317

 
35,435,729

 
Jeffrey D. Kelly
2021
449,592,274

 
3,045,164

 
1,821,047

 
35,435,729

 
Patrick H. Nettles, Ph.D.
2021
421,266,277

 
31,400,837

 
1,791,371

 
35,435,729

 
Barbara R. Snyder
2021
451,400,953

 
2,709,202

 
348,330

 
35,435,729

 
Jan E. Tighe
2021
451,563,604

 
1,117,378

 
1,777,503

 
35,435,729

 
Kahina Van Dyke
2021
450,595,638

 
2,086,370

 
1,776,477

 
35,435,729

 

•
Proposal Two - Cast an advisory vote approving our executive compensation program. This proposal received 430,816,191 affirmative votes and 19,685,201 negative votes. There were 3,957,093 abstentions and 35,435,729 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 2020. This proposal received 461,284,200 affirmative votes and 28,332,070 negative votes. There were 277,944 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 13, 2020
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
104
 
104
 
Cover Page Interactive Data File (the cover page tags are
embedded within the Inline XBRL document).




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