THE PROGRESSIVE CORPORATION (NYSE:PGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors approved awards of restricted stock units to the
companys executive officers and certain other senior employees of
the company, under The Progressive Corporation 2015 Equity
Incentive Plan (the Plan). Awards were structured consistent with
prior awards, as described in the companys proxy statement dated
March 25, 2016, with the following exceptions:
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(1)
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The provisions in the award agreements related to the
eligibility for qualified retirement eligibility benefits have been expanded to apply to employees who reach the age of 60 and have 10 years of service to the company. Prior award agreements provided qualified retirement eligibility benefits to employees who reach the age of 55 with 15 years of service, and these provisions continue to apply to the 2017 awards. |
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(2)
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The provisions in the award agreements related to the
eligibility for qualified retirement eligibility benefits were also revised to provide that, for employees of acquired entities or businesses, service prior to the companys acquisition of the entity or business will not be included when determining whether an employee has met the years of service requirement for qualified retirement eligibility. |
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(3)
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The performance measure in the award granted to John F.
Auer, President and Chief Executive Officer of ARX Holding Corp. (ARX), who received a restricted stock unit award for the first time, was different than those granted to other executive officers. Mr. Auers award is a performance-based award that measures the number of personal auto policies in force that are combined or bundled with certain personal homeowners insurance products written by a subsidiary of the company or by an unaffiliated carrier through a bundling program offered by the company at the end of 2017 (Bundled Auto Policies). A target number of units (23,931 units valued at $963,000) was awarded, and the number of units that ultimately vest, if at all, can vary from 85% of target, if Bundled Auto Policies are at least 750,000, and 150% of target, if Bundled Auto Policies are at least 1.25 million. The award will vest at 50% of target if Bundled Auto Policies are exactly 1 million. If Mr. Auers employment is terminated prior to the end of 2017 for any reason other than death, the award will terminate. If Mr. Auers employment is terminated prior to the end of 2017 as a result of death, the award will remain outstanding and will vest if, and to the extent that, the performance measure is achieved. Mr. Auer did not receive a time-based award. |
unit awards are attached hereto as exhibits.
Board in July 2016, did not receive restricted stock unit awards
in March 2017.
About THE PROGRESSIVE CORPORATION (NYSE:PGR)
The Progressive Corporation is an insurance holding company. The Company’s insurance subsidiaries and affiliates provide personal and commercial automobile and property insurance, other specialty property-casualty insurance and related services. The Company operates through the Personal Lines, Commercial Lines and Property segments. The Company’s Personal Lines segment writes insurance for personal autos, and recreational and other vehicles. The Commercial Lines business writes primary liability, physical damage and other auto-related insurance for automobiles and trucks owned and/or operated predominately by small businesses as a part of the commercial auto market. ASI is a homeowner carrier in the United States, which specializes in personal and commercial property insurance, personal umbrella insurance, and primary and excess flood insurance. The Company’s service business includes Commercial Auto Insurance Procedures/Plans (CAIP) and Commission-based businesses. THE PROGRESSIVE CORPORATION (NYSE:PGR) Recent Trading Information
THE PROGRESSIVE CORPORATION (NYSE:PGR) closed its last trading session down -0.17 at 39.36 with 2,557,911 shares trading hands.
