Summary
This 8-K filing from The Progressive Corporation (PGR), filed on February 2, 2012, primarily concerns amendments to two key equity incentive plans. The company's Board of Directors approved the Fourth Amendment to the 2010 Equity Incentive Plan to include an investment-related performance criterion, pending shareholder approval. Additionally, Amendment No. 2 to the 2003 Directors Equity Incentive Plan was approved, which extends the plan's term, removes a stock option buyout provision, and aligns the 'change in control' definition with Section 409A of the Internal Revenue Code and the 2010 plan. Both amendments are subject to shareholder ratification at the upcoming 2012 Annual Meeting.
Key Highlights
- 1Progressive Corporation's Board approved amendments to its 2010 Equity Incentive Plan and 2003 Directors Equity Incentive Plan.
- 2The 2010 Equity Incentive Plan amendment will add an investment-related performance criterion.
- 3The 2003 Directors Equity Incentive Plan amendment extends its term to January 2018.
- 4The Directors Equity Incentive Plan amendment eliminates a stock option buyout provision.
- 5The definition of 'change in control' in the Directors Equity Incentive Plan will be updated to align with IRS Section 409A.
- 6Both plan amendments are subject to shareholder approval at the 2012 Annual Meeting.
- 7Further details on these amendments will be provided in the Company's 2012 Proxy Statement.