Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 3, 2011 (April 28, 2011)




(Exact name of registrant as specified in its charter)




Ohio   1-9518   34-0963169

(State or other jurisdiction

of incorporation)



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 (see General Instruction A.2. below):


¨ 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))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On April 28, 2011, the Compensation Committee of the Board of directors approved the Third Amendment to The Progressive Corporation Executive Separation Allowance Plan (2006 Amendment and Restatement). The Executive Separation Allowance Plan provides specified severance rights to our executive officers and certain other senior employees. Under the Third Amendment, the severance payments that would be payable to our chief executive officer and the executive officers reporting to him or her, upon a qualifying separation from the Company, would be graduated depending on the individual’s years of service with the Company, as follows:



Less than one year of service — 52 weeks of Compensation



At least one but less than two years of service — 104 weeks of Compensation



At least two years of service — 156 weeks of Compensation

Prior to this amendment, the chief executive officer and each of the executive officers reporting to him or her were automatically entitled to receive a severance payment equal to 156 weeks of Compensation upon a qualifying separation from the Company, without regard to the amount of time that he or she had been employed by the Company. Under the plan, the term “Compensation” continues to mean only the individual’s rate of salary or base pay at the time of his or her separation from the Company, excluding bonus payments (such as Gainsharing), equity awards, and other forms of remuneration. Each of the named executive officers identified in our Proxy Statement dated March 18, 2011 has more than two years of service with the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) At the Annual Meeting of Shareholders held on April 29, 2011, 576,412,698 common shares were represented in person or by proxy.

(b) At the meeting, shareholders elected the two directors named below. The votes cast with respect to each director were as follows:



     For      Against      Abstain      Broker

Stuart B. Burgdoerfer

     2014         524,869,758         1,111,602         10,854,071         39,577,267   

Charles A. Davis

     2014         521,915,381         14,286,702         633,348         39,577,267   

The following are the directors whose terms continued after the meeting:



   Term Expires  

Roger N. Farah


Stephen R. Hardis


Norman S. Matthews


Bradley T. Sheares, Ph.D.


Lawton W. Fitt


Peter B. Lewis


Patrick H. Nettles, Ph.D.


Glenn M. Renwick


Also at the Annual Meeting, shareholders took the following actions:



Did not approve an amendment to the Company’s Code of Regulations that would have allowed our Board of Directors to amend our Code of Regulations to the extent permitted by Ohio law. This proposal received 479,673,498 affirmative votes and 96,064,921 negative votes. There were


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674,279 abstentions with respect to this proposal. Approximately 72.8% of our issued and outstanding common shares voted in favor of the proposal, while a 75% vote was required for the proposal to pass.



Voted to approve our executive compensation program in an advisory vote. This proposal received 524,708,941 affirmative votes and 11,002,322 negative votes. There were 1,124,168 abstentions and 39,577,267 broker non-votes with respect to this proposal.



Voted, in a separate advisory vote, that the Company should hold a vote on its executive compensation program on an annual basis. The ONE YEAR option received the highest number of votes with 494,996,074; the TWO YEARS option received 1,338,155 votes, and the THREE YEARS option received 39,689,542 votes. There were 811,660 abstentions and 39,577,267 broker non-votes with respect to this proposal.



Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011. This proposal received 569,710,155 affirmative votes and 6,511,920 negative votes. There were 190,623 abstentions with respect to this proposal.

(d) Following the Annual Meeting of Shareholders, the Board of Directors determined that the Company will submit an advisory vote to shareholders on an annual basis to approve the Company’s compensation for its executives as set forth in its proxy statement for the year.

Item 8.01 Other Events.

On April 29, 2011, the Board of Directors appointed Stephen R. Hardis to its Audit Committee. No changes were made to the Board’s other Committees.


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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 3, 2011



/s/ Charles E. Jarrett

Name:   Charles E. Jarrett
Title:   Vice President, Secretary and Chief Legal Officer


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