Progressive sets new CFO, renews buyback, dividend

The Progressive Corporation reported several board actions and shareholder voting results.

Accepted by SEC EDGAR 05/12/2026 - 11:58 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

The Progressive Corporation reported several board actions and shareholder voting results. The board elected Andrew J. Quigg, currently Chief Strategy and Finance Management Officer, to become Vice President and Chief Financial Officer effective July 4, 2026, following John P. Sauerland’s planned retirement.

At the annual meeting, shareholders elected eleven directors, approved on an advisory basis the executive compensation program, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026. The board also renewed authorization to repurchase up to 25 million common shares and declared a quarterly dividend of $0.10 per share, payable on July 10, 2026 to shareholders of record on July 2, 2026.

Insights

Equity & Corporate Governance Analyst

Planned CFO transition, routine shareholder votes, and continued capital return.

Progressive detailed a pre-announced CFO succession, moving Andrew J. Quigg into the role after John P. Sauerland retires on July 3, 2026. Because this transition follows an existing plan, it reads as orderly rather than abrupt.

Shareholders re-elected all eleven directors, supported the executive compensation program, and ratified PricewaterhouseCoopers LLP as auditor for 2026, signaling broad backing for current governance and pay structures.

The board renewed authorization to repurchase up to 25 million common shares and declared a $0.10 quarterly dividend payable on July 10, 2026. These actions continue established capital-return practices, with actual impact depending on future repurchase activity and earnings capacity.

8-K Event Classification

4 items: 5.02, 5.07, 7.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares represented at annual meeting: 518,130,136 shares Share repurchase authorization: 25 million shares Quarterly dividend: $0.10 per share +4 more

7 metrics

Shares represented at annual meeting 518,130,136 shares Common shares represented in person or by proxy at annual meeting

Share repurchase authorization 25 million shares Renewed authorization to repurchase common shares

Quarterly dividend $0.10 per share Dividend payable July 10, 2026 to holders of record July 2, 2026

Say-on-pay votes for 464,140,742 votes Advisory approval of executive compensation program

Say-on-pay votes against 18,782,535 votes Advisory vote on executive compensation program

Auditor ratification votes for 480,124,867 votes Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification votes against 33,041,741 votes Votes against auditor ratification

Key Terms

Regulation FD Disclosure, broker non-votes, advisory vote, independent registered public accounting firm, +1 more

5 terms

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure. On May 8, 2026, the Company’s Board of Directors renewed..."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

broker non-votes financial

"There were 757,270 abstentions and 34,449,589 broker non-votes with respect to this proposal."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Proposal Two - Cast an advisory vote approving the Company’s executive compensation program."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

executive compensation program financial

"Cast an advisory vote approving the Company’s executive compensation program."

A plan that determines how top managers are paid and rewarded, typically combining salary, bonuses, stock grants or options, and long-term incentive awards. Investors care because this pay package both affects a company’s costs and signals whether executives’ incentives are aligned with shareholder interests—like setting a coach’s bonus to team wins, it can motivate performance or create risky behavior if structured poorly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive leadership change did Progressive (PGR) announce in this 8-K?

Progressive’s board elected Andrew J. Quigg as the next Vice President and Chief Financial Officer, effective July 4, 2026, following John P. Sauerland’s planned retirement on July 3, 2026. Quigg currently serves as Chief Strategy and Finance Management Officer and was previously Chief Strategy Officer.

How many Progressive (PGR) shares were represented at the 2026 annual meeting?

At Progressive’s 2026 annual meeting, 518,130,136 common shares were represented in person or by proxy. This large turnout provided a strong quorum for voting on director elections, say-on-pay, and ratification of the independent registered public accounting firm for 2026.

Did Progressive (PGR) shareholders approve the executive compensation program?

Yes. Shareholders cast 464,140,742 votes in favor of Progressive’s executive compensation program and 18,782,535 votes against, with 757,270 abstentions and 34,449,589 broker non-votes. This advisory approval indicates broad, though not unanimous, shareholder support for current pay practices.

Was PricewaterhouseCoopers LLP ratified as Progressive (PGR) auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Progressive’s independent registered public accounting firm for 2026, with 480,124,867 votes for, 33,041,741 against, and 4,963,528 abstentions. There were no broker non-votes on this proposal at the annual meeting.

What share repurchase authorization did Progressive (PGR) renew?

Progressive’s board renewed authorization to repurchase up to 25 million common shares of $1.00 par value. This authorization allows, but does not require, the company to buy back shares over time as part of its broader capital management strategy, subject to market conditions.

What dividend did Progressive (PGR) declare and when is it payable?

The board declared a quarterly common share dividend of $0.10 per share. It is payable on July 10, 2026, to shareholders of record on July 2, 2026. This cash distribution continues Progressive’s practice of returning capital through regular dividends.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FalsePROGRESSIVE CORP/OH/000008066100000806612026-05-082026-05-08

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 8, 2026

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.)

300 North Commons Blvd.,

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).

Emerging growth company ☐

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.

(c) Consistent with The Progressive Corporation’s (the “Company”) Form 8-K filed on January 28, 2026, and in anticipation of John P. Sauerland’s retirement on July 3, 2026, on May 8, 2026, the Board of Directors elected Andrew J. Quigg, the Company’s current Chief Strategy and Finance Management Officer, as the Company’s next Vice President and Chief Financial Officer (“CFO”), effective July 4, 2026. Mr. Quigg, 46, was our Chief Strategy Officer from July 2018 until February 2026 when he assumed his current role. The details regarding Mr. Quigg’s compensation upon assuming the CFO role have not been finalized. The Company will disclose such information in an amendment to this Form 8-K after it is determined.

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

(a) At the Company's Annual Meeting of Shareholders held on May 8, 2026, 518,130,136 common shares were represented in person or by proxy.

(b) At the Annual Meeting of Shareholders, 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:

Director			Term Expires			For						Against						Abstain						Broker Non-Votes
Philip Bleser			2027			467,116,033						16,239,055						325,459						34,449,589
Stuart B. Burgdoerfer			2027			460,819,208						22,534,287						327,052						34,449,589
Pamela J. Craig			2027			482,812,646						516,965						350,936						34,449,589
Charles A. Davis			2027			458,446,445						20,173,521						5,060,581						34,449,589
Roger N. Farah			2027			450,991,335						32,351,002						338,210						34,449,589
Lawton W. Fitt			2027			410,778,645						67,856,698						5,045,204						34,449,589
Susan Patricia Griffith			2027			480,862,329						2,548,914						269,304						34,449,589
Devin C. Johnson			2027			482,734,402						606,205						339,940						34,449,589
Jeffrey D. Kelly			2027			466,776,471						16,562,277						341,799						34,449,589
Barbara R. Snyder			2027			474,218,860						9,158,390						303,297						34,449,589
Kahina Van Dyke			2027			482,845,740						503,615						331,192						34,449,589

•Proposal Two - Cast an advisory vote approving the Company’s executive compensation program. This proposal received 464,140,742 affirmative votes and 18,782,535 negative votes. There were 757,270 abstentions and 34,449,589 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 2026. This proposal received 480,124,867 affirmative votes and 33,041,741 negative votes. There were 4,963,528 abstentions and no broker non-votes with respect to this proposal.

Item 7.01 Regulation FD Disclosure.

On May 8, 2026, the Company’s Board of Directors 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

10, 2026, to shareholders of record on July 2, 2026.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 4.

2

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 12, 2026

                            THE PROGRESSIVE CORPORATION

                            By: /s/ Carl G. Joyce                     

                            Name: Carl G. Joyce

                        Title: Vice President and Chief Accounting Officer

3

EXHIBIT INDEX

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)

4

Filing Exhibits & Attachments

3 documents

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