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) August 20, 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).
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 August 20, 2024, The Progressive Corporation (the “Company”) was informed that Danelle M. Barrett, a member of the Board of Directors (the “Board”), intended to resign from the Board. Ms. Barrett’s resignation was effective as of August 21, 2024. Ms. Barrett resigned due to personal health reasons and not as a result of any disagreement with the Company or the Board. “On behalf of the Board of Directors, I want to thank Danelle for her dedicated service and valuable contributions to our Board, including as a member of our Technology Committee,” said Lawton Fitt, Chairperson of the Board. “On a personal level, it has been an honor to work with Danelle. I have appreciated her thoughtful insights and perspectives, which she shared with passion, energy and a commitment to the Company. We hold Danelle and her family in our thoughts during this challenging time for her.”
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See exhibit index on page 3.
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.
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| Date: | August 23, 2024 | | | |
| | | 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
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| 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). |
