8-K
PROGRESSIVE CORP/OH/ (PGR)
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) March 7, 2023
THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)
| Ohio | 001-09518 | 34-0963169 | ||
|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) | ||
| 6300 Wilson Mills Road, | Mayfield Village, | Ohio | 44143 | |
| (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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 Par Value | PGR | New York Stock Exchange |
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.
(b) On March 3, 2023, Jan E. Tighe notified the Board of Directors (the “Board”) of The Progressive Corporation (the “Company”) of her intention to not stand for re-election as a director at the Company’s upcoming annual meeting of shareholders. Vice Admiral Tighe will serve out her remaining term. Her decision to not stand for re-election was not the result of any disagreement with the Company.
Item 7.01 Regulation FD Disclosure.
On March 6, 2023, the Company issued a news release announcing that on March 3, 2023, the Board declared the Company’s quarterly common share dividend in the amount of ten cents ($0.10) per share, payable on April 14, 2023, to shareholders of record on April 6, 2023, and that the Company appointed itself as calculation agent for its Series B Fixed-to-Floating Rate Cumulative Perpetual Serial Preferred Shares. A copy of the news release is attached hereto as Exhibit 99.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See exhibit index on page 3.
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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: | March 7, 2023 | ||
|---|---|---|---|
| THE PROGRESSIVE CORPORATION | |||
| By: | /s/ Mariann Wojtkun Marshall | ||
| Name: | Mariann Wojtkun Marshall | ||
| 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 |
|---|---|---|
| 99 | 99 | News release dated March 6, 2023, containing the announcement of the quarterly common share dividend and appointment of calculation agent for preferred shares. |
| 104 | 104 | Cover Page Interactive Data File (the cover page tags are<br>embedded within the Inline XBRL document). |
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Document
Exhibit 99
Progressive Announces Quarterly Common Share Dividend and Appointment of Calculation Agent for Preferred Shares
MAYFIELD VILLAGE, OHIO – March 6, 2023 – On March 3, 2023, the Board of Directors of The Progressive Corporation (NYSE:PGR) declared a $0.10 per common share dividend, payable April 14, 2023, to shareholders of record at the close of business on April 6, 2023 (ex-dividend date of April 5, 2023).
In addition, on March 3, 2023, The Progressive Corporation appointed itself as calculation agent for its Series B Fixed-to-Floating Rate Cumulative Perpetual Serial Preferred Shares. The floating rate period for the Series B shares begins on March 15, 2023.
About Progressive Progressive Insurance® makes it easy to understand, buy and use car insurance, home insurance, and other protection needs. Progressive offers choices so consumers can reach us however it’s most convenient for them — online at progressive.com, by phone at 1-800-PROGRESSIVE, via the Progressive mobile app, or in-person with a local agent.
Progressive provides insurance for personal and commercial autos and trucks, motorcycles, boats, recreational vehicles, and homes; it is the third largest auto insurer in the country, a leading seller of motorcycle and commercial auto insurance, and one of the top 15 homeowners insurance carriers.
Founded in 1937, Progressive continues its long history of offering shopping tools and services that save customers time and money, like Name Your Price®, Snapshot®, and HomeQuote Explorer®.
The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, trade publicly at NYSE: PGR.
Company Contact: Douglas S. Constantine (440) 395-3707
investor_relations@progressive.com
The Progressive Corporation 6300 Wilson Mills Road Mayfield Village, Ohio 44143 http://www.progressive.com