--- schema_version: "secwatch.filing_event.v1" accession: "0000080661-23-000025" form_type: "8-K" ticker: "PGR" cik: "0000080661" company_name: "PROGRESSIVE CORP/OH/" filed_at: "2023-05-15T23:59:59+00:00" generated_at: "2026-06-15T01:52:38.996433+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Progressive renews share repurchase authorization for 25M shares, declares $0.10 quarterly dividend ## Summary - Board renewed authorization to repurchase up to 25 million common shares. - Quarterly common dividend of $0.10 per share declared, payable July 14, 2023, to holders of record July 7. - Series B preferred dividend of $18.92463 per share declared, payable June 15, 2023. - LIBOR reference for Series B preferred replaced by 3-Month CME Term SOFR plus 0.26161% spread effective September 15, 2023. - Shareholders elected all 12 director nominees, approved say-on-pay, and ratified PwC as auditor for 2023. ## SEC filing metadata - accession: 0000080661-23-000025 - form_type: 8-K - ticker: PGR - cik: 0000080661 - company_name: PROGRESSIVE CORP/OH/ - filed_at: 2023-05-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/80661/000008066123000025/0000080661-23-000025-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/80661/000008066123000025/pgr-20230512.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000080661-23-000025 - JSON: https://secwatch.observer/filing/0000080661-23-000025.json - Plain text: https://secwatch.observer/filing/0000080661-23-000025.txt ## Key facts - Shareholder Votes PROGRESSIVE CORP/OH/ shareholders approved Advisory vote on the frequency of the advisory vote approving our executive compensation program at the 2023-05-12 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-12 source text: Proposal Three - Cast an advisory vote on the frequency of the advisory vote approving our executive compensation program. This proposal received 479,476,141 votes for 1 year, 579,474 votes for 2 years, and 3,870,680 votes for 3 years. There were 333,760 abstentions and 32,404,300 broker non-votes with respect to this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/80661/000008066123000025/0000080661-23-000025-index.htm - Shareholder Votes PROGRESSIVE CORP/OH/ shareholders approved Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2023 at the 2023-05-12 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-12 source text: Proposal Four - Ratified the appointment of PricewaterhouseCoopers LLP as the Company ’ s independent registered public accounting firm for 2023. This proposal received 484,756,289 affirmative votes and 27,281,245 negative votes. There were 4,626,821 abstentions and no broker non-votes with respect to this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/80661/000008066123000025/0000080661-23-000025-index.htm - Shareholder Votes PROGRESSIVE CORP/OH/ shareholders approved Advisory vote approving our executive compensation program at the 2023-05-12 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-12 source text: Proposal Two - Cast an advisory vote approving our executive compensation program. This proposal received 457,588,388 affirmative votes and 25,916,695 negative votes. There were 754,972 abstentions and 32,404,300 broker non-votes with respect to this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/80661/000008066123000025/0000080661-23-000025-index.htm - Shareholder Votes PROGRESSIVE CORP/OH/ shareholders approved Election of twelve directors at the 2023-05-12 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-12 source text: At The Progressive Corporation's (the "Company") Annual Meeting of Shareholders held on May 12, 2023, 516,664,355 common shares were represented in person or by proxy. (b) At the Annual Meeting, shareholders took the following actions: • Proposal One - Shareholders elected each of the twelve directors named below. The votes cast with respect to each director were as follows: Director Term Expires For Against Abstain Broker Non-Votes Danelle M. Barrett 2024 483,300,407 582,252 377,396 32,404,300 Philip Bleser 2024 477,183,475 6,677,473 399,107 32,404,300 Stuart B. Burgdoerfer 2024 463,444,145 20,429,649 386,261 32,404,300 Pamela J. Craig 2024 480,143,032 3,753,801 363,222 32,404,300 Charles A. Davis 2024 473,509,501 10,369,157 381,397 32,404,300 Roger N. Farah 2024 450,161,453 33,695,931 402,671 32,404,300 Lawton W. Fitt 2024 434,863,536 49,022,813 373,706 32,404,300 Susan Patricia Griffith 2024 481,028,978 2,904,704 326,373 32,404,300 Devin C. Johnson 2024 481,672,229 809,812 1,778,014 evidence_url: https://www.sec.gov/Archives/edgar/data/80661/000008066123000025/0000080661-23-000025-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.