8-K 5-15-15


 
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 15, 2015

 
 

THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)

 
Ohio
1-9518
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 (see General Instruction A.2. below):

¨ 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))
 






Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) At the Annual Meeting of Shareholders held on May 15, 2015, 498,678,697 common shares were represented in person or by proxy.

(b) Proposal One - At the meeting, shareholders elected 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
2016
455,850,752

378,671

9,998,007

32,451,267

Charles A. Davis
2016
458,047,749

6,734,640

1,445,041

32,451,267

Roger N. Farah
2016
453,654,342

2,564,932

10,008,156

32,451,267

Lawton W. Fitt
2016
453,751,414

2,486,079

9,989,937

32,451,267

Stephen R. Hardis
2016
460,288,432

4,466,525

1,472,473

32,451,267

Jeffrey D. Kelly
2016
454,454,494

1,765,586

10,007,350

32,451,267

Patrick H. Nettles, Ph.D.
2016
451,548,036

4,711,170

9,968,224

32,451,267

Glenn M. Renwick
2016
451,882,275

11,184,724

3,160,431

32,451,267

Bradley T. Sheares, Ph.D.
2016
454,037,390

2,120,570

10,069,470

32,451,267

Barbara R. Snyder
2016
464,304,679

480,644

1,442,107

32,451,267


Also at the Annual Meeting, shareholders took the following actions:

•
Proposal Two - Approved The Progressive Corporation 2015 Equity Incentive Plan. This proposal received 455,191,283 affirmative votes and 9,221,662 negative votes. There were 1,814,485 abstentions and 32,451,267 broker non-votes with respect to this proposal.

•
Proposal Three - Approved our executive compensation program. This proposal received 454,991,311 affirmative votes and 9,301,705 negative votes. There were 1,934,414 abstentions and 32,451,267 broker non-votes with respect to this proposal.

•
Proposal Four - Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2015. This proposal received 494,984,512 affirmative votes and 2,464,511 negative votes. There were 1,229,674 abstentions and no broker non-votes with respect to this proposal.





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 15, 2015
THE PROGRESSIVE CORPORATION



By: /s/ Jeffrey W. Basch
Name: Jeffrey W. Basch
Title: Vice President and
Chief Accounting Officer