SECURITIES AND EXCHANGE COMMISSION
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) April 17, 2018
THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
6300 Wilson Mills Road, Mayfield Village, Ohio
(Address of principal executive offices)
Registrant’s telephone number, including area code (440) 461-5000
(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))
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 (§204.12b-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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
Item 2.02 Results of Operations and Financial Condition.
On April 17, 2018, The Progressive Corporation issued a news release containing financial results for the Company and its consolidated subsidiaries for the month of, and year-to-date period ended, March 2018. A copy of the news release is attached hereto as Exhibit 99.
Item 7.01 Regulation FD Disclosure.
The Company’s Chief Executive Officer, Susan Patricia Griffith, expects to enter into 10b5-1 trading plans promptly after the filing of this report, under which she will agree to sell up to 50,400 Progressive common shares, and a trust she controls will agree to gift up to 5,600 shares, during the period commencing 30 days after entering into the plan and expiring one year thereafter, subject to the terms and conditions of the applicable plan.
The Company’s Chief Financial Officer, John P. Sauerland, expects to enter into a 10b5-1 trading plan promptly after the filing of this report, under which he will agree to sell up to 48,000 Progressive common shares during the period commencing 30 days after entering into the plan and expiring at year end 2018, subject to the terms and conditions of the plan.
Item 9.01 Financial Statements and Exhibits.
See exhibit index on page 4.
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.
April 17, 2018
THE PROGRESSIVE CORPORATION
By: /s/ Jeffrey W. Basch
Name: Jeffrey W. Basch
Title: Vice President and Chief Accounting Officer