FilingIndex
8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed May 12, 2026 · 1mo ago · Accession 0000080661-26-000200

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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) Ohio 001-09518 34-0963169 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 300 North Commons Blvd., 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. (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. 1 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 12, 2026                              THE PROGRESSIVE CORPORATION                              By : /s/ Carl G. Joyce                                                   Name: Carl G. Joyce                          Title: Vice President and Chief Accounting Officer 3 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) 4
Filing details
Ticker
PGR
CIK
80661
Form type
8-K
Filing date
May 12, 2026
Report date
May 8, 2026
Document
pgr-20260508.htm
Size
171 KB