0001127602-23-015677.txt : 20230516 0001127602-23-015677.hdr.sgml : 20230516 20230516122037 ACCESSION NUMBER: 0001127602-23-015677 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230512 FILED AS OF DATE: 20230516 DATE AS OF CHANGE: 20230516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Johnson Devin C CENTRAL INDEX KEY: 0001831430 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09518 FILM NUMBER: 23926352 MAIL ADDRESS: STREET 1: 6300 WILSON MILLS ROAD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 ISSUER: 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 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 4 1 form4.xml PRIMARY DOCUMENT X0407 4 2023-05-12 0000080661 PROGRESSIVE CORP/OH/ PGR 0001831430 Johnson Devin C 6300 WILSON MILLS ROAD MAYFIELD VILLAGE OH 44143 1 0 Common 2023-05-12 4 A 0 2249 0 A 8176 D Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan, and which will vest on April 12, 2024. The Progressive Corporation allowed each director to indicate his or her preference to receive compensation for the 2023-2024 term in the form of 100% restricted stock or 60% restricted stock and 40% cash. The reporting person indicated a preference to receive compensation in the form of 100% restricted stock. After considering such preference, the Compensation Committee granted a restricted stock award representing 100% of the reporting person's compensation for the 2023-2024 term. /s/ Allyson L. Bach, By Power of Attorney 2023-05-16 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): 2023 POA POWER OF ATTORNEY The undersigned is, or is expected to become, a director and/or executive officer of The Progressive Corporation, an Ohio corporation (the "Corporation"). The undersigned hereby makes, constitutes and appoints Daniel P. Mascaro, Laurie F. Humphrey, Michael R. Uth, Allyson L. Bach and Sarah R. D'Amore, and each of them, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, as the undersigned's attorney-in-fact and agent, to: a. prepare, sign and file a Form ID, or successor form, to obtain any EDGAR passwords or other codes necessary, for and on behalf of the undersigned, to file by any permitted means (including electronically via EDGAR or any other system specified by the U.S. Securities and Exchange Commission (the "SEC")) documents with the SEC; b. prepare and sign any and all Forms 3, 4 and 5, or successor forms, and any and all amendments or supplements thereto, for and on behalf of the undersigned, in order to report, pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the number of Common Shares and other securities (including any derivative securities) of the Corporation beneficially owned by the undersigned, or any change in the number of Common Shares or other securities of the Corporation so owned by the undersigned or in the nature of such ownership, and to timely file with the SEC and the New York Stock Exchange (the "NYSE") by any permitted means the required number of copies of such form or forms, or any such amendments or supplements, pursuant to and in accordance with the applicable rules and regulations of the SEC and the NYSE; and c. prepare and sign any and all Forms 144, or successor forms, and any and all amendments or supplements thereto, for and on behalf of the undersigned, in order to facilitate the sale of Common Shares or other securities of the Corporation beneficially owned by the undersigned, pursuant to Rule 144 under the Securities Act of 1933, as amended, and to file with the SEC and the NYSE by any permitted means the required number of copies of such form or forms, or any such amendments or supplements, pursuant to and in accordance with the applicable rules and regulations of the SEC and the NYSE; giving and granting unto each said attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in or about the premises, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and approving all that said attorneys-in-fact and agents, or any of them, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 or any Form 144s with respect to the undersigned's holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the above-named attorneys-in-fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date set forth below. By: /s/ Devin C. Johnson Name: Devin C. Johnson Date: May 11, 2023