Progressive 8-K 2025-05-09

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 9, 2025

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (440) 461-5000

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:

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).

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 5.07 Submission of Matters to a Vote of Security Holders.

(a) At The Progressive Corporation's (the "Company") Annual Meeting of Shareholders held on May 9, 2025, 511,221,365 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 eleven directors named below. The votes cast with respect to each director were as follows:

• Proposal Two - Cast an advisory vote approving the Company’s executive compensation program. This proposal received 449,062,926 affirmative votes and 28,421,323 negative votes. There were 627,686 abstentions and 33,109,430 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 2025. This proposal received 471,787,568 affirmative votes and 34,866,806 negative votes. There were 4,566,991 abstentions and no broker non-votes with respect to this proposal.

Item 7.01 Regulation FD Disclosure.

On May 9, 2025, 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

11, 2025, to shareholders of record on July 3, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 4.

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 13, 2025

THE PROGRESSIVE CORPORATION

By: /s/ Carl G. Joyce

Name: Carl G. Joyce

Title: Vice President and Chief Accounting Officer

EXHIBIT INDEX