8-KLeadership ChangesExhibits & Filings

PROGRESSIVE CORP/OH/ 8-K Report, Executive Changes (May 22, 2013)

Filed May 22, 2013For Securities:PGR

Summary

This Form 8-K filing by The Progressive Corporation (PGR) on May 21, 2013, details an amendment to its Executive Separation Allowance Plan. The primary change expands the circumstances under which eligible employees, including named executive officers and other equity-eligible staff, can receive severance payments. Previously, severance was primarily triggered by termination initiated by the company for reasons other than cause, death, disability, or retirement. The amendment now allows employees to receive severance if they resign within a specified period after their job duties have been significantly changed, provided they sign a termination and release agreement. The amendment also revises the definition of "Change in Control" within the plan to align with Section 409A of the Internal Revenue Code, ensuring compliance with tax regulations.

Key Highlights

  • 1The Progressive Corporation amended its Executive Separation Allowance Plan on May 16, 2013.
  • 2The amendment expands eligibility for severance payments to include employees who resign due to significant changes in their job duties.
  • 3Previously, severance was mainly for terminations initiated by the company (excluding cause, retirement, death, disability).
  • 4The revised plan still requires an eligible employee to sign a termination and release agreement.
  • 5The amendment does not alter the amounts payable under the plan.
  • 6The definition of 'Change in Control' in the plan was updated to comply with Section 409A of the Internal Revenue Code.

Frequently Asked Questions

The main change is that eligible employees can now receive severance if they resign due to significant changes in their job duties, in addition to the previous conditions where the company terminated employment for reasons other than cause, retirement, death, or disability.

No, the filing explicitly states that the amounts payable under the Plan were not affected by this amendment. The change relates to the circumstances triggering eligibility for severance, not the amount of severance itself.

The plan covers the company's named executive officers, other executive officers, and all other employees who are eligible for equity.

The definition of 'Change in Control' was revised to ensure it conforms with Section 409A of the Internal Revenue Code, which governs deferred compensation and is crucial for tax compliance.