Progressive Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$PGR
Property-Casualty Insurers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 8, 2026
THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code (440 ) 461-5000
| Not Applicable | ||
| (Former name or former address, if changed since last report.) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Consistent with The Progressive Corporation’s (the “Company”) Form 8-K filed on January 28, 2026, and in anticipation of John P. Sauerland’s retirement on July 3, 2026, on May 8, 2026, the Board of Directors elected Andrew J. Quigg, the Company’s current Chief Strategy and Finance Management Officer, as the Company’s next Vice President and Chief Financial Officer (“CFO”), effective July 4, 2026. Mr. Quigg, 46, was our Chief Strategy Officer from July 2018 until February 2026 when he assumed his current role. The details regarding Mr. Quigg’s compensation upon assuming the CFO role have not been finalized. The Company will disclose such information in an amendment to this Form 8-K after it is determined.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Company's Annual Meeting of Shareholders held on May 8, 2026, 518,130,136 common shares were represented in person or by proxy.
(b) At the Annual Meeting of Shareholders, shareholders took the following actions:
•Proposal One - Shareholders elected each of the eleven directors named below. The votes cast with respect to each director were as follows:
| Director | Term Expires | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||||
| Philip Bleser | 2027 | 467,116,033 | 16,239,055 | 325,459 | 34,449,589 | ||||||||||||||||||||||||
| Stuart B. Burgdoerfer | 2027 | 460,819,208 | 22,534,287 | 327,052 | 34,449,589 | ||||||||||||||||||||||||
| Pamela J. Craig | 2027 | 482,812,646 | 516,965 | 350,936 | 34,449,589 | ||||||||||||||||||||||||
| Charles A. Davis | 2027 | 458,446,445 | 20,173,521 | 5,060,581 | 34,449,589 | ||||||||||||||||||||||||
| Roger N. Farah | 2027 | 450,991,335 | 32,351,002 | 338,210 | 34,449,589 | ||||||||||||||||||||||||
| Lawton W. Fitt | 2027 | 410,778,645 | 67,856,698 | 5,045,204 | 34,449,589 | ||||||||||||||||||||||||
| Susan Patricia Griffith | 2027 | 480,862,329 | 2,548,914 | 269,304 | 34,449,589 | ||||||||||||||||||||||||
| Devin C. Johnson | 2027 | 482,734,402 | 606,205 | 339,940 | 34,449,589 | ||||||||||||||||||||||||
| Jeffrey D. Kelly | 2027 | 466,776,471 | 16,562,277 | 341,799 | 34,449,589 | ||||||||||||||||||||||||
| Barbara R. Snyder | 2027 | 474,218,860 | 9,158,390 | 303,297 | 34,449,589 | ||||||||||||||||||||||||
| Kahina Van Dyke | 2027 | 482,845,740 | 503,615 | 331,192 | 34,449,589 | ||||||||||||||||||||||||
•Proposal Two - Cast an advisory vote approving the Company’s executive compensation program. This proposal received 464,140,742 affirmative votes and 18,782,535 negative votes. There were 757,270 abstentions and 34,449,589 broker non-votes with respect to this proposal.
•Proposal Three - Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. This proposal received 480,124,867 affirmative votes and 33,041,741 negative votes. There were 4,963,528 abstentions and no broker non-votes with respect to this proposal.
Item 7.01 Regulation FD Disclosure.
On May 8, 2026, the Company’s Board of Directors renewed the Company’s authorization
to repurchase up to 25 million of the Company’s common shares, $1.00 par value, and declared the
Company’s quarterly common share dividend in the amount of ten cents ($0.10) per share, payable on July
10, 2026, to shareholders of record on July 2, 2026.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See exhibit index on page 4.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 12, 2026
THE PROGRESSIVE CORPORATION
By: /s/ Carl G. Joyce
Name: Carl G. Joyce
Title: Vice President and Chief Accounting Officer
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EXHIBIT INDEX
| Exhibit No. Under Reg. S-K Item 601 | Form 8-K Exhibit No. | Description | ||||||||||||
| 104 | 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) | ||||||||||||
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