8-KLeadership ChangesRegulation FDExhibits & Filings

PROGRESSIVE CORP/OH/ 8-K Report, Executive Changes (Oct 12, 2012)

Filed October 12, 2012For Securities:PGR

Summary

This 8-K filing from The Progressive Corporation (PGR) announces two key events of interest to investors. Firstly, the company's Board of Directors has elected Jeffrey D. Kelly to fill a vacancy on the Board, with his term extending to the 2013 Annual Meeting of Shareholders. Mr. Kelly has also been appointed to the Compensation Committee. This appointment is notable as it adds a new perspective to the Board's oversight functions, particularly concerning executive compensation. Secondly, and perhaps more significantly for immediate shareholder returns, the Board has declared a special cash dividend of $1.00 per common share. This dividend is set to be paid on November 29, 2012, to shareholders of record as of November 21, 2012. The declaration of a special dividend indicates a positive outlook from management and a commitment to returning capital to shareholders, which is generally viewed favorably by the investment community.

Key Highlights

  • 1The Progressive Corporation's Board of Directors elected Jeffrey D. Kelly as a new director on October 12, 2012.
  • 2Jeffrey D. Kelly was appointed to serve on the Compensation Committee of the Board.
  • 3The Board declared a special cash dividend of $1.00 per Common Share.
  • 4The special dividend payment date is November 29, 2012.
  • 5The record date for the special dividend is November 21, 2012.
  • 6The filing is an 8-K reporting material events as per SEC regulations.
  • 7The information regarding Mr. Kelly's compensation as a director will follow the standard policy for non-employee directors.

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