Executive Change · Shareholder Vote

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 10, 2024   THE PROGRESSIVE CORPORATION (Exact name of registrant as specified in its charter) Ohio 001-09518 34-0963169 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer 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 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. (e) On May 10, 2024, the shareholders of The Progressive Corporation (the “Company”) approved The Progressive Corporation 2024 Equity Incentive Plan (the “2024 Plan”) at the Company’s Annual Meeting of Shareholders. A description of the material terms of the 2024 Plan is contained under the heading “Item 2: Proposal to Approve The Progressive Corporation 2024 Equity Incentive Plan” in the Company’s definitive proxy statement for the 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 25, 2024 and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the 2024 Plan, a copy of which is filed as Exhibit 10 to this Current Report and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. (a) At the Company’s Annual Meeting of Shareholders held on May 10, 2024, 520,582,486 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 2025 488,110,087  570,018  284,822  31,617,559  Philip Bleser 2025 478,956,530  9,718,507  289,890  31,617,559  Stuart B. Burgdoerfer 2025 468,782,789  19,871,594  310,544  31,617,559  Pamela J. Craig 2025 485,302,078  3,382,329  280,520  31,617,559  Charles A. Davis 2025 472,426,223  16,246,869  291,835  31,617,559  Roger N. Farah 2025 460,795,244  27,858,187  311,496  31,617,559  Lawton W. Fitt 2025 435,616,170  53,035,090  313,667  31,617,559  Susan Patricia Griffith 2025 482,426,770  6,290,722  247,435  31,617,559  Devin C. Johnson 2025 488,037,831  629,567  297,529  31,617,559  Jeffrey D. Kelly 2025 474,960,992  13,699,882  304,053  31,617,559  Barbara R. Snyder 2025 482,936,564  5,742,120  286,243  31,617,559  Kahina Van Dyke 2025 487,995,282  676,489  293,156  31,617,559  • Proposal Two - Approved the 2024 Plan. This proposal received 477,218,719 affirmative votes and 11,352,948 negative votes. There were 393,260 abstentions and 31,617,559 broker non-votes with respect to this proposal. • Proposal Three - Cast an advisory vote approving the Company’s executive compensation program. This proposal received 462,732,451 affirmative votes and 25,627,253 negative votes. There were 605,223 abstentions and 31,617,559 broker non-votes with respect to this proposal. • Proposal Four - Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. This proposal received 483,123,324 affirmative votes and 32,259,997 negative votes. There were 5,199,165 abstentions and no broker non-votes with respect to this proposal. 1 • Proposal Five - Did not approve the shareholder proposal regarding a report on the Company’s diversity, equity, and inclusion efforts. This proposal received 6,688,626 affirmative votes and 480,287,526 negative votes. There were 1,988,775 abstentions and 31,617,559 broker non-votes with respect to this proposal. Item 7.01 Regulation FD Disclosure. On May 10, 2024, the Company’s Board of Directors (the “Board”) 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 12, 2024, to shareholders of record on July 3, 2024. Item 9.01 Financial Statements and Exhibits. (d) Exhibits See exhibit index on page 4. 2 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 14, 2024                              THE PROGRESSIVE CORPORATION                              By : /s/ Mariann Wojtkun Marshall                              Name: Mariann Wojtkun Marshall                          Title: Vice President and Chief Accounting Officer 3 EXHIBIT INDEX Exhibit No. Under Reg. S-K Item 601 Form 8-K Exhibit No. Description 10 10 The Progressive Corporation 2024 Equity Incentive Plan 104 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) 4