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MarketScreener Homepage  >  Equities  >  Nyse  >  Progressive Corporation    PGR

PROGRESSIVE CORPORATION

(PGR)
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PROGRESSIVE CORP/OH/ : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

11/10/2020 | 08:36am EST

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

(d) On November 9, 2020, The Progressive Corporation's (the "Company") Board of Directors elected Devin Johnson, 47, to fill a vacancy on the Board of Directors, effective November 9, 2020. His term of office will expire at the Company's Annual Meeting of Shareholders in 2021. He has not yet been appointed to serve on any committee of the Board. There are no transactions between Mr. Johnson and the Company that would be reportable under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Johnson and any other person pursuant to which he was elected as a director. His compensation as a director will be provided on the same basis as that provided to the Company's other non-employee directors, as further described in the Company's Proxy Statement dated March 30, 2020, at pages 51-53. Mr. Johnson's compensation will be prorated to reflect the commencement date of his Board service. A copy of the press release announcing Mr. Johnson's election is attached as Exhibit 99 to this report.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On November 9, 2020, the Company's Board of Directors approved an amendment to the Company's Code of Regulations expanding the size of the Board from 12 to 13 members, creating the vacancy filled by the election to the Board of Mr. Johnson, as described above. The amendment was effective immediately. The amended language is set forth in Exhibit 3 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 4.

                                     - 2 -

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© Edgar Online, source Glimpses

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