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NYSE: PGR PROGRESSIVE CORP/OH/ 8-K

Progressive names Andrew Quigg CFO, renews 25M-share buyback, declares $0.10 dividend

Filed May 12, 2026 · Period ending May 8, 2026 · ~1 min read

4 key changes 1 high relevance 3 sections

Key Changes

  • high

    Board appointed Andrew J. Quigg as CFO effective July 4, 2026, succeeding retiring CFO John P. Sauerland. Quigg currently serves as Chief Strategy and Finance Management Officer.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Board renewed authorization to repurchase up to 25 million common shares, giving management flexibility for open-market buybacks.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →
  • medium

    Declared quarterly dividend of $0.10 per share, payable July 10, 2026 to shareholders of record July 2, 2026.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →
  • low

    All eleven directors elected to serve until 2027 with support ranging from 95.2% to 99.9% of votes cast. Say-on-pay approved with 96.1% support; PwC ratified as auditor with 93.6% support.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Progressive announced a planned CFO transition, with Andrew J. Quigg moving from Chief Strategy and Finance Management Officer to CFO on July 4, 2026. The internal promotion to replace retiring CFO John P. Sauerland signals continuity in financial leadership. Compensation details for Quigg's new role remain pending and will be disclosed in an amended filing.

The Board also renewed authorization to buy back up to 25 million shares and declared a $0.10 quarterly dividend payable in July. The buyback authorization gives management flexibility to return capital when shares are viewed as attractive, while the dividend continues Progressive's regular quarterly distribution. At the annual meeting, all governance proposals passed with routine support levels, including director elections (95%+ for all but one nominee) and 96% approval for executive compensation.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~100 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added
Show 1 minor / wording change
Added CFO compensation pending low

Added in current filing · verify on EDGAR →

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.

Progressive has not yet finalized compensation details for Quigg in his new CFO role and will disclose them in an amended 8-K filing once determined.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

Progressive held its 2026 annual meeting, electing 11 directors, approving executive compensation, and ratifying PwC as auditor.

3 Added
Show 3 minor / wording changes
Added Director elections low

Added in current filing · view on EDGAR →

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

All eleven director nominees were elected to serve until 2027. Support ranged from 95.2% to 99.9% of votes cast. Lawton W. Fitt received the lowest support at 85.8% of votes cast, with 67.9 million votes against. All other directors received support above 93%.

Added Say-on-pay vote low

Added in current filing · verify on EDGAR →

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.

Shareholders approved executive compensation with 96.1% support of votes cast. The 18.8 million votes against represent 3.9% opposition, a routine level of dissent for say-on-pay proposals.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

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.

Shareholders ratified PwC as the 2026 auditor with 93.6% support of votes cast. The 33.0 million votes against represent 6.4% opposition, within normal range for auditor ratification votes.

Event · Item 7.01 — Regulation FD Disclosure

~76 words

Progressive renewed authorization to repurchase up to 25 million shares and declared a $0.10 quarterly dividend payable July 10, 2026.

1 Added
Added Share repurchase authorization renewal medium

Added in current filing · verify on EDGAR →

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

The Board renewed authorization to buy back up to 25 million common shares. This gives management flexibility to return capital to shareholders through open-market purchases, typically when shares are viewed as undervalued or as part of ongoing capital allocation strategy.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 14, 2026 · How we verify