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8-KThe WireRoutine

Shareholder Vote · Reg FD Disclosure

Filed May 13, 2025 · 1y ago · Accession 0000080661-25-000025

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 9, 2025   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.) 300 North Commons Blvd., 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). 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 or 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 Progressive Corporation's (the "Company") Annual Meeting of Shareholders held on May 9, 2025, 511,221,365 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 eleven 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 2026 466,795,043  10,939,899  376,993  33,109,430  Stuart B. Burgdoerfer 2026 448,964,578  28,775,906  371,451  33,109,430  Pamela J. Craig 2026 474,090,284  1,833,437  2,188,214  33,109,430  Charles A. Davis 2026 446,522,648  26,951,435  4,637,852  33,109,430  Roger N. Farah 2026 444,096,822  33,635,068  380,045  33,109,430  Lawton W. Fitt 2026 429,580,378  48,203,546  328,011  33,109,430  Susan Patricia Griffith 2026 469,850,275  7,972,044  289,616  33,109,430  Devin C. Johnson 2026 475,308,606  573,627  2,229,702  33,109,430  Jeffrey D. Kelly 2026 452,340,475  25,424,505  346,955  33,109,430  Barbara R. Snyder 2026 469,738,319  8,043,079  330,537  33,109,430  Kahina Van Dyke 2026 475,421,777  450,939  2,239,219  33,109,430  • Proposal Two - Cast an advisory vote approving the Company’s executive compensation program. This proposal received 449,062,926 affirmative votes and 28,421,323 negative votes. There were 627,686 abstentions and 33,109,430 broker non-votes with respect to this proposal. • Proposal Three - Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025. This proposal received 471,787,568 affirmative votes and 34,866,806 negative votes. There were 4,566,991 abstentions and no broker non-votes with respect to this proposal. Item 7.01 Regulation FD Disclosure. On May 9, 2025, the Company’s Board of Directors (the “Board”) renewed the Company’s authorization to repurchase up to 25 million of the Company’s common shares, $1.00 par value, and declared the Company’s quarterly common share dividend in the amount of ten cents ($0.10) per share, payable on July 11, 2025, to shareholders of record on July 3, 2025. Item 9.01 Financial Statements and Exhibits. (d) Exhibits See exhibit index on page 4. 1 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, 2025                              THE PROGRESSIVE CORPORATION                              By : /s/ Carl G. Joyce                                                   Name: Carl G. Joyce                          Title: Vice President and Chief Accounting Officer 2 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) 3
Filing details
Ticker
PGR
CIK
80661
Form type
8-K
Filing date
May 13, 2025
Report date
May 9, 2025
Document
pgr-20250509.htm
Size
178 KB