Progressive Corp: Director Changes & New Chief Accounting Officer
Ticker: PGR · Form: 8-K · Filed: May 14, 2024 · CIK: 80661
Sentiment: neutral
Topics: governance, executive-appointment, board-changes
Related Tickers: PGR
TL;DR
Progressive's board sees changes: Gallagher out, Karr in, Sauer is new CAO. New exec pay plan too.
AI Summary
On May 10, 2024, The Progressive Corporation filed an 8-K report detailing several key events. These include the departure of director Thomas J. Gallagher, the election of new director David M. Karr, and the appointment of John R. Sauer as Chief Accounting Officer. The company also announced a new compensatory arrangement for its named executive officers.
Why It Matters
Changes in board composition and key executive appointments can signal shifts in company strategy or governance, impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — The filing primarily concerns routine corporate governance and executive appointments, with no immediate financial distress or significant operational changes indicated.
Key Players & Entities
- Thomas J. Gallagher (person) — Departing Director
- David M. Karr (person) — Newly Elected Director
- John R. Sauer (person) — Appointed Chief Accounting Officer
- The Progressive Corporation (company) — Registrant
- Ohio (location) — State of Incorporation
FAQ
Who has departed from The Progressive Corporation's board of directors?
Thomas J. Gallagher has departed from the board of directors.
Who has been elected as a new director for The Progressive Corporation?
David M. Karr has been elected as a new director.
Who has been appointed as the new Chief Accounting Officer?
John R. Sauer has been appointed as the Chief Accounting Officer.
What is the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is May 10, 2024.
What is the principal executive office address for The Progressive Corporation?
The principal executive office address is 6300 Wilson Mills Road, Mayfield Village, Ohio 44143.
Filing Stats: 939 words · 4 min read · ~3 pages · Grade level 11 · Accepted 2024-05-14 14:52:58
Key Financial Figures
- $1.00 — ange on which registered Common Stock, $1.00 Par Value PGR New York Stock Exchange
- $0.10 — re dividend in the amount of ten cents ($0.10) per share, payable on July 12, 2024,
Filing Documents
- pgr-20240510.htm (8-K) — 61KB
- progressivecorp2024def14ex.htm (EX-10) — 155KB
- 0000080661-24-000022.txt ( ) — 372KB
- pgr-20240510.xsd (EX-101.SCH) — 2KB
- pgr-20240510_lab.xml (EX-101.LAB) — 21KB
- pgr-20240510_pre.xml (EX-101.PRE) — 12KB
- pgr-20240510_htm.xml (XML) — 3KB
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. (a) At the Company's Annual Meeting of Shareholders held on May 10, 2024, 520,582,486 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 twelve directors named below. The votes cast with respect to each director were as follows: Director Term Expires For Against Abstain Broker Non-Votes Danelle M. Barrett 2025 488,110,087 570,018 284,822 31,617,559 Philip Bleser 2025 478,956,530 9,718,507 289,890 31,617,559 Stuart B. Burgdoerfer 2025 468,782,789 19,871,594 310,544 31,617,559 Pamela J. Craig 2025 485,302,078 3,382,329 280,520 31,617,559 Charles A. Davis 2025 472,426,223 16,246,869 291,835 31,617,559 Roger N. Farah 2025 460,795,244 27,858,187 311,496 31,617,559 Lawton W. Fitt 2025 435,616,170 53,035,090 313,667 31,617,559 Susan Patricia Griffith 2025 482,426,770 6,290,722 247,435 31,617,559 Devin C. Johnson 2025 488,037,831 629,567 297,529 31,617,559 Jeffrey D. Kelly 2025 474,960,992 13,699,882 304,053 31,617,559 Barbara R. Snyder 2025 482,936,564 5,742,120 286,243 31,617,559 Kahina Van Dyke 2025 487,995,282 676,489 293,156 31,617,559 Proposal Two - Approved the 2024 Plan. This proposal received 477,218,719 affirmative votes and 11,352,948 negative votes. There were 393,260 abstentions and 31,617,559 broker non-votes with respect to this proposal. Proposal Three - Cast an advisory vote approving the Company's executive compensation program. This proposal received 462,732,451 affirmative votes and 25,627,253 negative votes. There were 605,223 abstentions and 31,617,559 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 2024. This proposal received 483,123,324 affirmative votes and 32,259,997 negative votes. There were 5,199,165 abst
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On May 10, 2024, 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 12, 2024, to shareholders of record on July 3, 2024.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits See exhibit index on page 4. 2
SIGNATURES
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 14, 2024 THE PROGRESSIVE CORPORATION By : /s/ Mariann Wojtkun Marshall Name: Mariann Wojtkun Marshall Title: Vice President and Chief Accounting Officer 3 EXHIBIT INDEX Exhibit No. Under Reg. S-K Item 601 Form 8-K Exhibit No. Description 10 10 The Progressive Corporation 2024 Equity Incentive Plan 104 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) 4