THE PROGRESSIVE CORPORATION (BMV:PGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

THE PROGRESSIVE CORPORATION (BMV:PGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) At a meeting held on May 11, 2017, the Compensation Committee
of the Board of Directors of The Progressive Corporation (the
“Company”) adopted The Progressive Corporation Executive
Separation Allowance Plan (2017 Amendment and Restatement) (the
Plan), a copy of which is attached hereto as Exhibit 10. The Plan
includes amendments to the former version of the Plan to reduce
benefits payable under the Plan by amounts payable under existing
employment agreements and individual severance agreements with
employees of ARX Holding Corp. and its subsidiaries and
downstream affiliates. Additional amendments removed provisions
applicable to Australian employees. None of these amendments
currently impact benefits available to the named executive
officers identified in the Companys Proxy Statement dated March
31, 2017.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
(a) On May 12, 2017, the Board of Directors approved revisions to
the Company’s Code of Regulations (the Code). The changes were
effective immediately.
Sections 1 and 2 of Article V of the Code were revised to provide
that either the Chairman of the Board, if one has been elected, or
the President, will preside at all meetings of shareholders.
Previously, the Code specified that the President would preside
over all meetings of shareholders.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual Meeting of Shareholders held on May 12, 2017,
499,499,971>common shares were represented in person or by
proxy.
(b) Proposal One – At the meeting, shareholders elected each of
the ten directors named below. The votes cast with respect to
each director were as follows:
Director
Term Expires
For
Against
Abstain
Broker Non-Votes
Stuart B. Burgdoerfer
459,445,110
262,325
472,096
39,320,440
Charles A. Davis
447,834,153
12,120,995
224,383
39,320,440
Roger N. Farah
455,201,879
4,490,386
487,266
39,320,440
Lawton W. Fitt
457,306,231
2,646,216
227,084
39,320,440
Susan Patricia Griffith
458,501,757
1,558,470
119,304
39,320,440
Jeffrey D. Kelly
458,815,206
1,117,484
246,841
39,320,440
Patrick H. Nettles, Ph.D.
451,947,980
7,748,684
482,867
39,320,440
Glenn M. Renwick
451,160,816
8,911,482
107,233
39,320,440
Bradley T. Sheares, Ph.D.
451,955,071
7,980,974
243,486
39,320,440
Barbara R. Snyder
459,605,063
347,974
226,494
39,320,440
Also at the Annual Meeting, shareholders took the following
actions:
Proposal Two – Approved The Progressive Corporation 2017
Executive Annual Incentive Plan. This proposal received
453,337,166>affirmative votes and 6,118,715>negative
votes. There were 723,650>abstentions and
39,320,440>broker non-votes with respect to this
proposal.
Proposal Three – Approved The Progressive Corporation 2017
Directors Equity Incentive Plan. This proposal received
436,842,099>affirmative votes and 22,620,756>negative
votes. There were 716,676>abstentions and
39,320,440>broker non-votes with respect to this
proposal.
Proposal Four – Cast an advisory vote approving our
executive compensation program. This proposal received
449,251,639>affirmative votes and 9,987,483>negative
votes. There were 940,409>abstentions and
39,320,440>broker non-votes with respect to this
proposal.
Proposal Five – Cast an advisory vote on the frequency of
the shareholder vote to approve our executive compensation
program. This proposal received 416,382,797>votes for 1
year, 1,276,202>votes for 2 years and
42,235,897>votes for 3 years. There were
284,635>abstentions and 39,320,440>broker non-votes
with respect to this proposal.
Proposal Six – Ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for 2017. This proposal
received 493,209,462>affirmative votes and
6,049,579>negative votes. There were
240,930>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 5.


THE PROGRESSIVE CORPORATION (BMV:PGR) Recent Trading Information

THE PROGRESSIVE CORPORATION (BMV:PGR) closed its last trading session 00.00 at 776.95 with 2,525 shares trading hands.

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