What is "Say on Pay"?

"Say on Pay" refers to a shareholder's right to vote on the compensation of a company's top executives. These votes are advisory, meaning the company is not legally bound by the outcome but is expected to consider shareholder sentiment.

What was the decision made regarding "Say on Pay" frequency?

A majority of Progressive Corporation's shareholders voted in favor of holding "Say on Pay" votes annually. The Board of Directors has determined to hold these votes on an annual basis.

When will these annual "Say on Pay" votes start?

The company's 2017 Annual Meeting of Shareholders was on May 12, 2017, where the vote occurred. The commitment to annual votes will be effective for future meetings.

Is the decision for annual "Say on Pay" votes permanent?

No, the decision to hold annual "Say on Pay" votes is not permanent. It will continue until the next advisory vote on the frequency of these votes takes place, at which point shareholders will again have the opportunity to determine the preferred frequency.

PGR 8-K: Shareholder Matters

Summary

Progressive Corporation (PGR) filed an 8-K on July 28, 2017, to report on the outcome of a shareholder vote regarding the frequency of "Say on Pay" advisory votes. Following a majority shareholder approval at the May 12, 2017 Annual Meeting, the Board of Directors has committed to holding these advisory votes on executive compensation annually. This decision aligns with the expressed preference of the company's shareholders and will continue until a future shareholder vote on the frequency itself.

Key Highlights

1Shareholder majority approved annual "Say on Pay" votes.
2Progressive's Board of Directors has accepted and will implement this shareholder preference.
3Future "Say on Pay" votes will be conducted annually.
4This annual frequency will persist until shareholders vote on the matter again.
5The company previously reported on this matter in an "Original Filing."

PROGRESSIVE CORP/OH/ 8-K Report, Shareholder Vote Results (Jul 28, 2017)

Summary

Key Highlights

Frequently Asked Questions