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PROGRESSIVE CORP/OH/ 8-K Report, Shareholder Vote Results (May 16, 2022)

Filed May 16, 2022For Securities:PGR

Summary

This 8-K filing from The Progressive Corporation (PGR) details the outcomes of its Annual Meeting of Shareholders held on May 13, 2022. The meeting saw strong shareholder support for key proposals, indicating confidence in the company's leadership and strategic direction. A significant majority of votes were cast in favor of electing all twelve nominated directors, reaffirming the board's composition. Furthermore, shareholders approved the Amended and Restated 2017 Directors Equity Incentive Plan and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2022. An advisory vote on executive compensation also received a majority of affirmative votes, suggesting shareholder alignment with the company's pay practices. These outcomes collectively suggest a stable and supportive shareholder base for Progressive Corporation.

Key Highlights

  • 1All twelve nominated directors were overwhelmingly elected by shareholders at the Annual Meeting.
  • 2The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan was approved by a substantial majority of votes.
  • 3Shareholders cast an advisory vote in favor of approving the company's executive compensation program.
  • 4The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2022 was ratified.
  • 5A total of 507,745,976 common shares were represented in person or by proxy at the meeting.
  • 6The voting results indicate strong shareholder confidence in the company's governance and executive compensation structure.

Frequently Asked Questions

The main outcomes included the election of all twelve nominated directors, the approval of the Amended and Restated 2017 Directors Equity Incentive Plan, and an advisory vote in favor of the company's executive compensation program. Additionally, shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2022.

Shareholders overwhelmingly elected all twelve director nominees. For each director, the number of 'For' votes significantly exceeded the 'Against' votes, with the lowest 'For' vote count being 418,217,995 for Lawton W. Fitt and the highest 'Against' vote count being 57,117,122 for the same director.

Yes, an advisory vote on approving the executive compensation program received a majority of affirmative votes (445,597,431 'For' votes versus 28,761,540 'Against' votes). This indicates shareholder support for the company's compensation practices.

Broker non-votes occur when a broker holding shares in 'street name' for a beneficial owner does not vote on a particular proposal because the beneficial owner has not provided instructions. These votes are not counted as either for or against the proposal and can impact the total votes cast. In this filing, broker non-votes were particularly high for director elections and the equity incentive plan.