Progressive Corp/OH/ Files Definitive Proxy Statement (DEF 14A)

Ticker: PGR · Form: DEF 14A · Filed: Mar 25, 2024 · CIK: 80661

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Progressive Corp, Corporate Governance, Executive Compensation

TL;DR

<b>Progressive Corp/OH/ filed its Definitive Proxy Statement (DEF 14A) on March 25, 2024, detailing corporate governance and executive compensation information.</b>

AI Summary

PROGRESSIVE CORP/OH/ (PGR) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. Progressive Corp/OH/ filed a Definitive Proxy Statement (DEF 14A) on March 25, 2024. The filing covers the period ending May 10, 2024. The company's fiscal year ends on December 31. Progressive Corp/OH/ is incorporated in Ohio. The SIC code for the company is 6331 (Fire, Marine & Casualty Insurance).

Why It Matters

For investors and stakeholders tracking PROGRESSIVE CORP/OH/, this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it outlines proposals to be voted on at the annual meeting, including director elections and executive compensation plans. Understanding the details within this filing allows investors to make informed decisions regarding their proxy votes and their investment in Progressive Corp/OH/.

Risk Assessment

Risk Level: low — PROGRESSIVE CORP/OH/ shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial or operational information that would significantly alter the risk profile.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation and corporate governance proposals before the annual meeting.

Key Numbers

Key Players & Entities

FAQ

When did PROGRESSIVE CORP/OH/ file this DEF 14A?

PROGRESSIVE CORP/OH/ filed this Proxy Statement (DEF 14A) with the SEC on March 25, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PROGRESSIVE CORP/OH/ (PGR).

Where can I read the original DEF 14A filing from PROGRESSIVE CORP/OH/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PROGRESSIVE CORP/OH/.

What are the key takeaways from PROGRESSIVE CORP/OH/'s DEF 14A?

PROGRESSIVE CORP/OH/ filed this DEF 14A on March 25, 2024. Key takeaways: Progressive Corp/OH/ filed a Definitive Proxy Statement (DEF 14A) on March 25, 2024.. The filing covers the period ending May 10, 2024.. The company's fiscal year ends on December 31..

Is PROGRESSIVE CORP/OH/ a risky investment based on this filing?

Based on this DEF 14A, PROGRESSIVE CORP/OH/ presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial or operational information that would significantly alter the risk profile.

What should investors do after reading PROGRESSIVE CORP/OH/'s DEF 14A?

Shareholders should review the proxy statement to understand executive compensation and corporate governance proposals before the annual meeting. The overall sentiment from this filing is neutral.

How does PROGRESSIVE CORP/OH/ compare to its industry peers?

Progressive Corp/OH/ operates in the Fire, Marine & Casualty Insurance industry.

Are there regulatory concerns for PROGRESSIVE CORP/OH/?

The filing is a DEF 14A, which is a standard SEC filing for companies soliciting proxies from shareholders.

Industry Context

Progressive Corp/OH/ operates in the Fire, Marine & Casualty Insurance industry.

Regulatory Implications

The filing is a DEF 14A, which is a standard SEC filing for companies soliciting proxies from shareholders.

What Investors Should Do

  1. Review the proposals for the annual meeting.
  2. Analyze executive compensation details.
  3. Evaluate director nominations and qualifications.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not represent a change from previous filings of the same type.

Filing Stats: 4,430 words · 18 min read · ~15 pages · Grade level 15.2 · Accepted 2024-03-25 10:58:18

Key Financial Figures

Filing Documents

: Election of Directors

Item 1: Election of Directors 11 Nominees for Director 11 Director Nominee Selection Process 11 Director Nominee Highlights 13 Director Nominee Information 14 Vote Required for Election 20 Other Board of Directors Information 21 Board of Directors Independence Determinations 21 Board Leadership Structure 21 Board Risk Oversight 22 Risk Governance 23 Meetings of the Board of Directors and Attendance 24 Meetings of the Non-Management and Independent Directors 24 Board Committees 25 Board Evaluation Process 30 Communications with the Board of Directors 31 Transactions with Related Persons 31 Compensation Committee Interlocks and Insider Participation 31 Equity Ownership Guidelines for Directors 31 Mandatory Director Retirement 31 Report of the Audit Committee 32

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 33

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 33

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 34 Compensation Discussion and Analysis 36 Overview 36 Compensation Highlights for 2023 37 Our Executive Compensation Program 38 Elements of Compensation 39 2023 Decisions and Awards 40 Other Elements of Compensation 47 Procedures and Policies 49 Related Considerations 52 Compensation Committee Report 54 Compensation Programs and Risk Management 55

Executive Compensation

Executive Compensation 56 Summary Compensation Table 56 Grants of Plan-Based Awards 58 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 59 Outstanding Equity Awards at Fiscal Year-End 60 Option Exercises and Stock Vested 62 Nonqualified Deferred Compensation 63 Potential Payments Upon Termination or Change in Control 64 Pay Ratio Disclosure 67 Pay Versus Performance 69 Director Compensation 75 Compensation of Non-Employee Directors At Fiscal Year-End 75 Narrative Disclosure to Director Compensation Table 75

: Proposal to Approve The Progressive Corporation 2024 Equity Incentive Plan

Item 2: Proposal to Approve The Progressive Corporation 2024 Equity Incentive Plan 77

: Advisory Vote to Approve our Executive Compensation Program

Item 3: Advisory Vote to Approve our Executive Compensation Program 92 Item 4: Proposal to Ratify the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2024 93 Other Independent Registered Public Accounting Firm Information 94 Approval of Audit and Non-Audit Services 94 Independent Registered Public Accounting Firm Fees 94

: Shareholder Proposal

Item 5: Shareholder Proposal 95 Other Matters 98 Procedures for Recommendations and Nominations of Directors and Shareholder Proposals 98 Householding 99 Charitable Contributions 100 Solicitation 100 Proxy Voting Matters 100 Questions and Answers about the Annual Meeting and Voting 101 Available Information 104 Exhibit A: The Progressive Corporation 2024 Equity Incentive Plan E- 1 i THE PROGRESSIVE CORPORATION PROXY STATEMENT GENERAL INFORMATION REGARDING PROXY MATERIALS AND THE ANNUAL MEETING OF SHAREHOLDERS The Board of Directors (Board) of The Progressive Corporation (NYSE:PGR) (Progressive or Company) provides this Proxy Statement to you to solicit your proxy to act upon the matters outlined in the accompanying Notice of Annual Meeting of Shareholders, each described in more detail in this document. The Annual Meeting will take place on Friday, May 10, 2024, at 10:00 a.m., eastern time, via a live audio-only webcast that is available at virtualshareholdermeeting.com/PGR2024 . There will be no physical meeting location and the meeting will only be conducted via the live audio-only webcast to allow for greater participation by all of our shareholders, regardless of their geographic location. Your proxy also may be voted at any adjournment or postponement of the meeting. The proxy card, this Proxy Statement, and Progressive's 2023 Annual Report to Shareholders will be mailed to shareholders beginning on or about March 25, 2024. All proxies that are properly completed and submitted over the Internet or by telephone, and all properly executed written proxies, will be voted at the meeting in accordance with the directions given by the shareholder, unless the shareholder properly revokes their proxy before voting occurs at the meeting. If a shareholder executes and delivers their proxy card without directions on how to vote their shares, then the shares represented by the proxy card will be voted as recommended by the Board. On

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