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

(a) At the Annual Meeting of Shareholders held on May 13, 2022, 507,745,976 common shares were represented in person or by proxy.

(b) At the Annual Meeting, shareholders took the following actions:

•Proposal One - Shareholders elected each of the twelve 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                                 2023    471,110,103              5,551,524               505,222                 30,579,127
Stuart B. Burgdoerfer                         2023    454,769,249             21,929,748               467,852                 30,579,127
Pamela J. Craig                               2023    469,908,468              6,856,911               401,470                 30,579,127
Charles A. Davis                              2023    465,829,649             10,915,670               421,530                 30,579,127
Roger N. Farah                                2023    445,392,018             31,311,437               463,394                 30,579,127
Lawton W. Fitt                                2023    418,217,995             57,117,122             1,831,732                 30,579,127
Susan Patricia Griffith                       2023    473,156,099              3,632,321               378,429                 30,579,127
Devin C. Johnson                              2023    475,401,479                939,889               825,481                 30,579,127
Jeffrey D. Kelly                              2023    470,757,597              5,591,740               817,512                 30,579,127
Barbara R. Snyder                             2023    472,847,198              2,721,145             1,598,506                 30,579,127
Jan E. Tighe                                  2023    471,345,839              4,207,199             1,613,811                 30,579,127
Kahina Van Dyke                               2023    473,432,954              2,130,551             1,603,344                 30,579,127



•Proposal Two - Approved The Progressive Corporation Amended and Restated 2017
Directors Equity Incentive Plan. This proposal received 462,536,749 affirmative
votes and 12,941,689 negative votes. There were 1,688,411 abstentions and
30,579,127 broker non-votes with respect to this proposal.

•Proposal Three - Cast an advisory vote approving our executive compensation
program. This proposal received 445,597,431 affirmative votes and 28,761,540
negative votes. There were 2,807,878 abstentions and 30,579,127 broker non-votes
with respect to this proposal.

•Proposal Four - Ratified the appointment of PricewaterhouseCoopers LLP as The
Progressive Corporation's independent registered public accounting firm for
2022. This proposal received 476,098,256 affirmative votes and 25,600,829
negative votes. There were 6,046,891 abstentions and no broker non-votes with
respect to this proposal.


Item 8.01 Other Events.

On May 13, 2022, the shareholders of The Progressive Corporation (the "Company")
approved the Amended and Restated 2017 Directors Equity Incentive Plan (the
"Amended Plan") at the Company's Annual Meeting of Shareholders. A description
of the material terms of the Amended Plan is contained under the heading "Item
2: Approve The Progressive Corporation Amended And Restated 2017 Directors
Equity Incentive Plan" in the Company's definitive proxy statement for the 2022
Annual Meeting of Shareholders filed with the Securities and Exchange Commission
on March 28, 2022 and is incorporated herein by reference. Such description is
qualified in its entirety by reference to the text of the Amended Plan, a copy
of which is filed as Exhibit 10 to this Current Report and is incorporated
herein.


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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

See exhibit index on page 5.
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