8-K 5-16-14


 
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 16, 2014

 
 

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 16, 2014, 511,086,022 common shares were represented in person or by proxy.

(b) Proposal One - At the meeting, shareholders elected the seven 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
2015
459,127,032

771,243

22,432,050

28,755,697

Charles A. Davis
2015
474,756,299

6,978,523

595,503

28,755,697

Lawton W. Fitt
2015
458,404,715

1,487,371

22,438,239

28,755,697

Jeffrey D. Kelly
2015
458,247,967

1,702,952

22,379,406

28,755,697

Heidi G. Miller, Ph.D.
2015
459,164,170

844,904

22,321,251

28,755,697

Patrick H. Nettles, Ph.D.
2015
455,351,600

4,582,814

22,395,911

28,755,697

Glenn M. Renwick
2015
467,623,150

12,862,329

1,844,846

28,755,697


The following are the directors whose terms continued after the meeting:
Director
Term Expires
Roger N. Farah
2015
Stephen R. Hardis
2015
Bradley T. Sheares, Ph.D.
2015

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

•
Proposal Two - Approved our executive compensation program. This proposal received 475,011,282 affirmative votes and 5,615,885 negative votes. There were 1,703,158 abstentions and 28,755,697 broker non-votes with respect to this proposal.

•
Proposal Three - Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2014. This proposal received 506,544,440 affirmative votes and 4,087,960 negative votes. There were 453,622 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 16, 2014
THE PROGRESSIVE CORPORATION



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